ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of January 30, 2007
U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT
SOLELY AS TRUSTEE ON BEHALF OF THE TRUST CREATED UNDER
CREDIT SUISSE INTERNATIONAL and THE POOLING SERVICING AGREEMENT FOR THE RFMSI SERIES
2007-S1 TRUST, MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-S1
_______________________________________ _________________________________________
("Party A") ("Party B")
have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will
be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents
and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.
Accordingly, the parties agree as follows:--
1. INTERPRETATION
(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein
specified for the purpose of this Master Agreement.
(b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other
provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail
for the purpose of the relevant Transaction.
(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement
and all Confirmations form a single agreement between the parties (collectively referred to as
this "Agreement"), and the parties would not otherwise enter into any Transactions.
2. OBLIGATIONS
(a) GENERAL CONDITIONS.
(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject
to the other provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date for value on that date in the place
of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the required currency. Where settlement
is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date
in the manner customary for the relevant obligation unless otherwise specified in the relevant
Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent
that no Event of Default or Potential Event of Default with respect to the other party has occurred
and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant
Transaction has occurred or been effectively designated and (3) each other applicable condition
precedent specified in this Agreement.
(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a payment or delivery by giving
notice to the other party at least five Local Business Days prior to the scheduled date for the payment or
delivery to which such change applies unless such other party gives timely notice of a reasonable objection to
such change.
(c) NETTING. If on any date amounts would otherwise be payable:--
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, then, on such date, each party's obligation to make payment of any such amount will
be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by
one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an
obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party
the excess of the larger aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of
all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether
such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a
Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being
subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will
cease to, apply to such Transactions from such date). This election may be made separately for different groups
of Transactions and will apply separately to each pairing of Offices through which the parties make and receive
payments or deliveries.
(d) DEDUCTION OR WITHHOLDING FOR TAX.
(i) GROSS-UP. All payments under this Agreement will be made without any deduction or withholding for or on
account of any Tax unless such deduction or withholding is required by any applicable law, as modified
by the practice of any relevant governmental revenue authority, then in effect. If a party is so
required to deduct or withhold, then that party ("X") will:--
(1) promptly notify the other party ("Y") of such requirement;
(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full
amount required to be deducted or withheld from any additional amount paid by X to Y under this
Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is
required or receiving notice that such amount has been assessed against Y;
(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably
acceptable to Y, evidencing such payment to such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise
entitled under this Agreement, such additional amount as is necessary to ensure that
the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed
against X or Y) will equal the full amount Y would have received had no such deduction or
withholding been required. However, X will not be required to pay any additional amount to Y
to the extent that it would not be required to be paid but for:--
(A) the failure by Y to comply with or perform any agreement contained in
Section 4(a)(i), 4(a)(iii) or 4(d); or
(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such
failure would not have occurred but for (I) any action taken by a taxing authority, or
brought in a court of competent jurisdiction, on or after the date on which a Transaction
is entered into (regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (II) a Change in Tax Law.
(ii) LIABILITY. If:--
(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue
authority, to make any deduction or withholding in respect of which X would not be required to
pay an additional amount to Y under Section 2(d)(i)(4);
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed directly against X,
then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y
will promptly pay to X the amount of such liability (including any related liability for interest, but
including any related liability for penalties only if Y has failed to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).
(e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before
as well as after judgment) on the overdue amount to the other party on demand in the same currency as such
overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date
of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and
the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination
Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be
settled by delivery, it will compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.
3. REPRESENTATIONS
Each party represents to the other party (which representations will be deemed to be repeated by each party on
each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) that:--
(a) BASIC REPRESENTATIONS.
(i) STATUS. It is duly organised and validly existing under the laws of the jurisdiction of its
organisation or incorporation and, if relevant under such laws, in good standing;
(ii) POWERS. It has the power to execute this Agreement and any other documentation relating to this
Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this
Agreement that it is required by this Agreement to deliver and to perform its obligations under this
Agreement and any obligations it has under any Credit Support Document to which it is a party and has
taken all necessary action to authorise such execution, delivery and performance;
(iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do not violate or conflict with any
law applicable to it, any provision of its constitutional documents, any order or judgment of any court
or other agency of government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;
(iv) CONSENTS. All governmental and other consents that are required to have been obtained by it with
respect to this Agreement or any Credit Support Document to which it is a party have been obtained and
are in full force and effect and all conditions of any such consents have been complied with; and
(v) OBLIGATIONS BINDING. Its obligations under this Agreement and any Credit Support Document to which it
is a party constitute its legal, valid and binding obligations, enforceable in accordance with their
respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur
as a result of its entering into or performing its obligations under this Agreement or any Credit Support
Document to which it is a party.
(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened against it or any of its
Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body,
agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it
of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations
under this Agreement or such Credit Support Document.
(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is furnished in writing by or on
behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of
the date of the information, true, accurate and complete in every material respect.
(e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as being made by it for the
purpose of this Section 3(e) is accurate and true.
(f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as being made by it for the
purpose of this Section 3(f) is accurate and true.
4. AGREEMENTS
Each party agrees with the other that, so long as either party has or may have any obligation under this
Agreement or under any Credit Support Document to which it is a party:--
(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:
(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;
(ii) any other documents specified in the Schedule or any Confirmation; and
(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably
requested in writing in order to allow such other party or its Credit Support Provider to make a payment
under this Agreement or any applicable Credit Support Document without any deduction or withholding for
or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the
completion, execution or submission of such form or document would not materially prejudice the legal or
commercial position of the party in receipt of such demand), with any such form or document to be
accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to
be delivered with any reasonably required certification,
in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as
reasonably practicable.
(b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in full force and effect all
consents of any governmental or other authority that are required to be obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any
that may become necessary in the future.
(c) COMPLY WITH LAWS. It will comply in all material respects with all applicable laws and orders to which
it may be subject if failure so to comply would materially impair its ability to perform its obligations under
this Agreement or any Credit Support Document to which it is a party.
(d) TAX AGREEMENT. It will give notice of any failure of a representation made by it under Section 3(f) to
be accurate and true promptly upon learning of such failure.
(e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in
respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,
organised, managed and controlled, or considered to have its seat, or in which a branch or office through which
it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution
or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction
with respect to the other party.
5. EVENTS OF DEFAULT AND TERMINATION EVENTS
(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any of the following events constitutes
an event of default (an "Event of Default") with respect to such party:--
(i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any payment under this Agreement or
delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or
before the third Local Business Day after notice of such failure is given to the party;
(ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform any agreement or obligation (other
than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or
to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or
4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is
not remedied on or before the thirtieth day after notice of such failure is given to the party;
(iii) CREDIT SUPPORT DEFAULT.
(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any
agreement or obligation to be complied with or performed by it in accordance with any Credit
Support Document if such failure is continuing after any applicable grace period has elapsed;
(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit
Support Document to be in full force and effect for the purpose of this Agreement (in either case
other than in accordance with its terms) prior to the satisfaction of all obligations of such party
under each Transaction to which such Credit Support Document relates without the written consent of
the other party; or
(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in
part, or challenges the validity of, such Credit Support Document;
(iv) MISREPRESENTATION. A representation (other than a representation under Section 3(e) or (f)) made or
repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such
party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in
any material respect when made or repeated or deemed to have been made or repeated;
(v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support Provider of such party or any
applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving
effect to any applicable notice requirement or grace period, there occurs a liquidation of, an
acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults,
after giving effect to any applicable notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or any payment on early termination of,
a Specified Transaction (or such default continues for at least three Local Business Days if there is no
applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in
whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or
empowered to operate it or act on its behalf);
(vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence
or existence of (1) a default, event of default or other similar condition or event (however
described) in respect of such party, any Credit Support Provider of such party or any applicable
Specified Entity of such party under one or more agreements or instruments relating to Specified
Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the
applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such
agreements or instruments, before it would otherwise have been due and payable or (2) a default by such
party, such Credit Support Provider or such Specified Entity (individually or collectively) in making
one or more payments on the due date thereof in an aggregate amount of not less than the applicable
Threshold Amount under such agreements or instruments (after giving effect to any applicable notice
requirement or grace period);
(vii) BANKRUPTCY. The party, any Credit Support Provider of such party or any applicable Specified Entity of
such party:--
(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or
is unable to pay its debts or fails or admits in writing its inability generally to pay its debts
as they become due; (3) makes a general assignment, arrangement or composition with or for the
benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or
other similar law affecting creditors' rights, or a petition is presented for its winding-up or
liquidation, and, in the case of any such proceeding or petition instituted or presented against
it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry
of an order for relief or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30 days of the institution or
presentation thereof; (5) has a resolution passed for its winding-up, official management or
liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially all its assets;
(7) has a secured party take possession of all or substantially all its assets or has a distress,
execution, attachment, sequestration or other legal process levied, enforced or sued on or against
all or substantially all its assets and such secured party maintains possession, or any such
process is not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which, under the applicable
laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to
(7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the foregoing acts; or
(viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider of such party consolidates or
amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another
entity and, at the time of such consolidation, amalgamation, merger or transfer:--
(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such
Credit Support Provider under this Agreement or any Credit Support Document to which it or its
predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to
the other party to this Agreement; or
(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to
the performance by such resulting, surviving or transferee entity of its obligations under this
Agreement.
(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an
Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax
Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event
Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is
specified pursuant to (v) below:--
(i) ILLEGALITY. Due to the adoption of, or any change in, any applicable law after the date on which a
Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any
court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such
date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such
party (which will be the Affected Party):--
(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment
or delivery in respect of such Transaction or to comply with any other material provision of
this Agreement relating to such Transaction; or
(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other
obligation which the party (or such Credit Support Provider) has under any Credit Support
Document relating to such Transaction;
(ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the
party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the
next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in
respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or
withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
than by reason of Section 2(d)(i)(4)(A) or (B));
(iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date
will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section
2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment
from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect
of which the other party is not required to pay an additional amount (other than by reason of Section
2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or
merging with or into, or transferring all or substantially all its assets to, another entity (which will
be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);
(iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified in the Schedule as applying to the
party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its
assets to, another entity and such action does not constitute an event described in Section 5(a)(viii)
but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that
of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to
such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected
Party); or
(v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is specified in the Schedule or any
Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or
Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such
Confirmation).
(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would otherwise constitute or give
rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not
constitute an Event of Default.
6. EARLY TERMINATION
(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of Default with respect to a
party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party")
may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate
a day not earlier than the day such notice is effective as an Early Termination Date in respect of all
outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to
a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon
the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the
relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party
of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).
(b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.
(i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it,
notify the other party, specifying the nature of that Termination Event and each Affected Transaction
and will also give such other information about that Termination Event as the other party may reasonably
require.
(ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under Section 5(b)(i)(1) or a Tax Event
occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party
is the Affected Party, the Affected Party will, as a condition to its right to designate an Early
Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party
to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives
notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the
Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to
exist.
If the Affected Party is not able to make such a transfer it will give notice to the other party to that
effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days
after the notice is given under Section 6(b)(i).
Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the
prior written consent of the other party, which consent will not be withheld if such other party's
policies in effect at such time would permit it to enter into transactions with the transferee on the
terms proposed.
(iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two
Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after
notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.
(iv) RIGHT TO TERMINATE. If:--
(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not
been effected with respect to all Affected Transactions within 30 days after an Affected Party
gives notice under Section 6(b)(i); or
(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event
occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,
either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger,
any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than
one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon
Merger or an Additional Termination Event if there is only one Affected Party may, by not
more than 20 days notice to the other party and provided that the relevant Termination Event is then
continuing, designate a day not earlier than the day such notice is effective as an Early Termination
Date in respect of all Affected Transactions.
(c) EFFECT OF DESIGNATION.
(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early
Termination Date will occur on the date so designated, whether or not the relevant Event of Default or
Termination Event is then continuing.
(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or
deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to
be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable
in respect of an Early Termination Date shall be determined pursuant to Section 6(e).
(d) CALCULATIONS.
(i) STATEMENT. On or as soon as reasonably practicable following the occurrence of an Early Termination
Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will
provide to the other party a statement (1) showing, in reasonable detail, such calculations (including
all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of
the relevant account to which any amount payable to it is to be paid. In the absence of written
confirmation from the source of a quotation obtained in determining a Market Quotation, the records of
the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.
(ii) PAYMENT DATE. An amount calculated as being due in respect of any Early Termination Date under Section
6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early
Termination Date which is designated or occurs as a result of an Event of Default) and on the day which
is two Local Business Days after the day on which notice of the amount payable is effective (in the case
of an Early Termination Date which is designated as a result of a Termination Event). Such amount will
be paid together with (to the extent permitted under applicable law) interest thereon (before as well as
after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to
(but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated
on the basis of daily compounding and the actual number of days elapsed.
(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the following provisions shall
apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss",
and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a
payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second
Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.
(i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event of Default:--
(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party
will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the
Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated
Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing
to the Defaulting Party.
(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the
Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this
Agreement.
(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be
payable equal to (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a
negative number, the Non-defaulting Party will pay the absolute value of that amount to the
Defaulting Party.
(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the
Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number,
the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the
Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.
(ii) TERMINATION EVENTS. If the Early Termination Date results from a Termination Event:--
(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance
with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
except that, in either case, references to the Defaulting Party and to the Non-defaulting Party
will be deemed to be references to the Affected Party and the party which is not the Affected
Party, respectively, and, if Loss applies and fewer than all the Transactions are being
terminated, Loss shall be calculated in respect of all Terminated Transactions.
(2) Two Affected Parties. If there are two Affected Parties:--
(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated
Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the
difference between the Settlement Amount of the party with the higher Settlement Amount
("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b)
the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the
Termination Currency Equivalent of the Unpaid Amounts owing to Y; and
(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all
the Transactions are being terminated, in respect of all Terminated Transactions) and an
amount will be payable equal to one-half of the difference between the Loss of the party
with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y").
If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X
will pay the absolute value of that amount to Y.
(iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early Termination Date occurs because "Automatic
Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be
subject to such adjustments as are appropriate and permitted by law to reflect any payments or
deliveries made by one party to the other under this Agreement (and retained by such other party) during
the period from the relevant Early Termination Date to the date for payment determined under Section
6(d)(ii).
(iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an amount recoverable under this
Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the
loss of bargain and the loss of protection against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any additional damages as a consequence of such
losses.
7. TRANSFER
Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may
be transferred (whether by way of security or otherwise) by either party without the prior written consent of the
other party, except that:--
(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or
merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice
to any other right or remedy under this Agreement); and
(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a
Defaulting Party under Section 6(e).
Any purported transfer that is not in compliance with this Section will be void.
8. CONTRACTUAL CURRENCY
(a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will be made in the relevant
currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by
applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be
discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent
such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner
and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the
Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the
Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this
Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately
pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If
for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such
excess.
(b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or order expressed in a currency
other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this
Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or
(iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii)
above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled
pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any
shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency
and will refund promptly to the other party any excess of the Contractual Currency received by such party as a
consequence of sums paid in such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is converted into the currency of the
judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is
able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual
Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually
received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of
exchange payable in connection with the purchase of or conversion into the Contractual Currency.
(c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these indemnities constitute separate
and independent obligations from the other obligations in this Agreement, will be enforceable as separate and
independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment
is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums
payable in respect of this Agreement.
(d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient for a party to demonstrate
that it would have suffered a loss had an actual exchange or purchase been made.
9. MISCELLANEOUS
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with
respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
(b) AMENDMENTS. No amendment, modification or waiver in respect of this Agreement will be effective unless
in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or
confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the
parties under this Agreement will survive the termination of any Transaction.
(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights, powers, remedies and privileges
provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges
provided by law.
(e) COUNTERPARTS AND CONFIRMATIONS.
(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and
delivered in counterparts (including by facsimile transmission), each of which will be deemed an
original.
(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they
agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as
practicable and may he executed and delivered in counterparts (including by facsimile transmission) or
be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging
system, which in each case will be sufficient for all purposes to evidence a binding supplement to this
Agreement. The parties will specify therein or through another effective means that any such
counterpart, telex or electronic message constitutes a Confirmation.
(f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or privilege in respect of this
Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or
privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege
or the exercise of any other right, power or privilege.
(g) HEADINGS. The headings used in this Agreement are for convenience of reference only and are not to
affect the construction of or to be taken into consideration in interpreting this Agreement.
10. OFFICES; MULTIBRANCH PARTIES
(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction
through an Office other than its head or home office represents to the other party that, notwithstanding the
place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such
party are the same as if it had entered into the Transaction through its head or home office. This representation
will be deemed to be repeated by such party on each date on which a Transaction is entered into.
(b) Neither party may change the Office through which it makes and receives payments or deliveries for the
purpose of a Transaction without the prior written consent of the other party.
(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and
receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office
through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the
relevant Confirmation.
11. EXPENSES
A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable
out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited
to, costs of collection.
12. NOTICES
(a) EFFECTIVENESS. Any notice or other communication in respect of this Agreement may be given in any
manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by
facsimile transmission or electronic messaging system) to the address or number or in accordance with the
electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:--
(i) if in writing and delivered in person or by courier, on the date it is delivered;
(ii) if sent by telex, on the date the recipient's answerback is received;
(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee
of the recipient in legible form (it being agreed that the burden of proving receipt will be on the
sender and will not be met by a transmission report generated by the sender's facsimile machine);
(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt
requested), on the date that mail is delivered or its delivery is attempted; or
(v) if sent by electronic messaging system, on the date that electronic message is received,
unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business
Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on
a Local Business Day, in which case that communication shall be deemed given and effective on the first following
day that is a Local Business Day.
(b) CHANGE OF ADDRESSES. Either party may by notice to the other change the address, telex or facsimile
number or electronic messaging system details at which notices or other communications are to be given to it.
13. GOVERNING LAW AND JURISDICTION
(a) GOVERNING LAW. This Agreement will be governed by and construed in accordance with the law specified in
the Schedule.
(b) JURISDICTION. With respect to any suit, action or proceedings relating to this Agreement
("Proceedings"), each party irrevocably:--
(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by
English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in New York City, if this Agreement is
expressed to be governed by the laws of the State of New York; and
(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in
any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and
further waives the right to object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party.
Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if
this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of
the Civil Jurisdiction and Judgments Xxx 0000 or any modification, extension or re-enactment thereof for the time
being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.
(c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if any) specified opposite its
name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any
reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and
within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent
to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted by law.
(d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent permitted by applicable law,
with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on
the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief
by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets
(whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues
or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably
agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.
14. DEFINITIONS
As used in this Agreement:
"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).
"AFFECTED PARTY" has the meaning specified in Section 5(b).
"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or
Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect
to any other Termination Event, all Transactions.
"AFFILIATE" means, subject to the Schedule, in relation to any person, any entity controlled, directly or
indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of any entity or person means
ownership of a majority of the voting power of the entity or person.
"APPLICABLE RATE" means:
(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by
a Defaulting Party, the Default Rate;
(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date
(determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;
(c) in respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and
(d) in all other cases, the Termination Rate.
"BURDENED PARTY" has the meaning specified in Section 5(b).
"Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or
amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.
"CONSENT" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or
exchange control consent.
"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).
"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as such in this Agreement.
"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.
"DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.
"DEFAULTING PARTY" has the meaning specified in Section 6(a).
"EARLY TERMINATION DATE" means the date determined in accordance with Section 6(a) or 6(b)(iv).
"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable, in the Schedule.
"ILLEGALITY" has the meaning specified in Section 5(b).
"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in respect of a payment under this
Agreement but for a present or former connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such recipient (including, without
limitation, a connection arising from such recipient or related person being or having been a citizen or resident
of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such
jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction,
but excluding a connection arising solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).
"LAW" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of
any relevant governmental revenue authority) and "lawful" and "unlawful" will be construed accordingly.
"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under
Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise
agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in
this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any
notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the
address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the
place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant
locations for performance with respect to such Specified Transaction.
"LOSS" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a
party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement
or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a
result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any
gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or
delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or
(3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to
under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not
reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers
in the relevant markets.
"MARKET QUOTATION" means, with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will
be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party
(expressed as a positive number) in consideration of an agreement between such party (taking into account any
existing Credit Support Document with respect to the obligations of such party) and the quoting 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 Transaction or group of Terminated Transactions that would, but for the
occurrence of the relevant Early Termination Date, have
been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or
group of Terminated 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. The Replacement Transaction would be
subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the
extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon
as reasonably practicable after the relevant Early Termination Date. The day and time as of which those
quotations are to be obtained will be selected in good faith by the party obliged to make a determination under
Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the
quotations having the highest and lowest values. If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this
purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall
be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.
"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
Non-defaulting Party (as certified by it) if it were to fund the relevant amount.
"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).
"OFFICE" means a branch or office of a party, which may be such party's head or home office.
"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.
"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market selected by the party determining a
Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the
criteria that such party applies generally at the time in deciding whether to offer or to make an extension of
credit and (b) to the extent practicable, from among such dealers having an office in the same city.
"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in which the party is incorporated,
organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in
relation to any payment, from or through which such payment is made.
"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be made under Section 2(a)(i) with
respect to a Transaction.
"SET-OFF" means set-off, offset, combination of accounts, right of retention or withholding or similar right or
requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this
Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.
"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination Date, the sum of:
(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each
Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and
(b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each
Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or
would not (in the reasonable belief of the party making the determination) produce a commercially reasonable
result.
"SPECIFIED ENTITY" has the meanings specified in the Schedule.
"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) in respect of borrowed money.
"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement
(or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which
is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency
rate swap transaction, currency option or any other similar transaction (including any option with respect to any
of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a
Specified Transaction in this Agreement or the relevant confirmation.
"STAMP TAX" means any stamp, registration, documentation or similar tax.
"TAX" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including
interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect
of any payment under this Agreement other than a stamp, registration, documentation or similar tax.
"TAX EVENT" has the meaning specified in Section 5(b).
"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).
"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a) if resulting from a Termination
Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case)
in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if
"Automatic Early Termination" applies, immediately before that Early Termination Date).
"TERMINATION CURRENCY" has the meaning specified in the Schedule.
"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in the Termination Currency, such
Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination
Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the
relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early
Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later
date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign
exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency
at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be
customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make
a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the
parties.
"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination Event.
"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of
any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.
"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in
respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but
for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which
remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled
by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such
Early Termination Date, an amount equal to the fair market
ISDA Master Agreement RFMSI 2007-S1
value of that which was (or would have been) required to be delivered as of the originally scheduled date
for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency,
of such amounts, from (and including) the date such amounts or obligations were or would have been required
to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably
determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged,
it shall be the average of the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.
IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect
from the date specified on the first page of this document.
U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY,
BUT SOLELY AS TRUSTEE ON BEHALF OF THE TRUST
CREATED UNDER THE POOLING SERVICING AGREEMENT FOR
THE RFMSI SERIES 2007-S1 TRUST, MORTGAGE
CREDIT SUISSE INTERNATIONAL PASS-THROUGH CERTIFICATES, SERIES 2007-S1
By: /s/ Bik Xxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxxx
Name: Bik Xxxx Xxxxx Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory Title: Assistant Vice President
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Authorized Signatory
CREDIT SUISSE INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxxxx-xxxxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
FACSIMILE COVER SHEET
To: U.S. Bank National Association, not individually, but solely as
trustee on behalf of the Trust created under the Pooling Servicing
Agreement for the RFMSI Series 2007-S1 Trust, Mortgage Pass-Through
Certificates, Series 2007-S1
Attention: Xxxxxxxx Xxxxx, CSIN Marketer
Fax number: To be hand delivered by Xxxxxxxx Xxxxx
Date: 30 January 2007
Pages (including cover page): 7
Our Reference No: External ID: 53178544N3 / Risk ID: 447636423 and 447636425
Credit Suisse International has entered into a transaction with you as attached. Please find attached a
letter agreement (the "Confirmation") which confirms the terms and conditions of the above transaction.
If you agree with the terms specified therein, PLEASE ARRANGE FOR THE CONFIRMATION TO BE SIGNED BY YOUR
AUTHORISED SIGNATORIES and return a signed copy to this office to the facsimile listed below.
FOR INTEREST RATE PRODUCTS: FOR EQUITY DERIVATIVES:
Telephone Numbers: (000) 000-0000 Telephone numbers: (000) 000-0000 / (000) 000-0000 /
Facsimile number: (000) 000-0000 (000) 000-0000
Email: xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx Facsimile number: (000) 000-0000
FOR CREDIT DERIVATIVES:
Telephone Numbers: (000) 000-0000
Facsimile number: (000) 000-0000
Email: xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx
We are delighted to have entered into this transaction with you.
CONFIDENTIALITY NOTICE: This facsimile is intended only for the use of the individual or entity to which
it is addressed and may contain information which is privileged and confidential. If the reader of this
message is not the intended recipient or an employee or agent responsible for delivering the message to
the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please notify us
immediately by telephone and return the original message to us by mail. Thank you.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
CREDIT SUISSE INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxxxx-xxxxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxx.xxx
30 January 2007
U.S. Bank National Association, not individually, but solely as trustee on behalf of the Trust created
under the Pooling Servicing Agreement for the RFMSI Series 2007-S1 Trust, Mortgage Pass-Through
Certificates, Series 2007-S1
External ID: 53178544N3
______________________________________________________________________________
Dear Sirs,
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the
Swap Transaction entered into between us on the Trade Date specified below (the "Swap Transaction").
This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below.
IN THIS CONFIRMATION "CSIN" MEANS CREDIT SUISSE INTERNATIONAL AND "COUNTERPARTY" MEANS U.S. BANK
NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE ON BEHALF OF THE TRUST CREATED UNDER THE
POOLING SERVICING AGREEMENT FOR THE RFMSI SERIES 2007-S1 TRUST, MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-S1.
1. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.) are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement
dated as of 30 January 2007 as amended and supplemented from time to time (the "Agreement"),
between you and us. All provisions contained in the Agreement govern this Confirmation except
as expressly modified below.
CSIN and Counterparty each represents to the other that it has entered into this Swap
Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as
it deems necessary and not upon any view expressed by the other.
2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows:
Transaction Type: Rate Cap Transaction
Notional Amount: USD 183,945,000, subject to amortization as set
out in the Additional Terms
Trade Date: 27 December 2006
Effective Date: 30 January 2007
Termination Date: 25 September 2010 subject to adjustment in
accordance with the Modified Following Business
Day Convention.
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date: 30 January 2007
Fixed Rate Payer
Amount: USD 564,000
Floating Amounts:
Floating Amount
Payer: CSIN
Floating Rate
Payer Period End Dates: The 25th of each month, commencing on 25 February
2007 and ending on the Termination Date,
inclusive, with No Adjustment.
Floating Rate Payer
Payment Dates: One Business Day prior to each Floating Rate
Payer Period End Date.
Cap Strike Rate: 5.40%
Floating Rate Option: USD-LIBOR-BBA, subject to the Maximum Rate of
8.90%
Designated Maturity: 1 month
Spread: None
Floating Rate
Day Count Fraction: Act/360
Reset Dates: The first day of each Calculation Period
Compounding: Inapplicable
Business Days: New York
Calculation Agent: CSIN
3. Account Details:
Payments to CSIN: As advised separately in writing
Payments to Counterparty: As advised separately in writing
For the purpose of facilitating this Transaction, an Affiliate of CSIN, which is organized in the United
States of America (the "Agent"), has acted as agent for CSIN. The Agent is not a principal with respect
to this Transaction and shall have no responsibility or liability to the parties as a principal with
respect to this Transaction.
Credit Suisse International is authorized and regulated by the Financial Services Authority and has
entered into this transaction as principal. The time at which the above transaction was executed will
be notified to Counterparty on request.
ADDITIONAL TERMS
-------------------------------------------------------------------------
NOTIONAL AMOUNT
CALCULATION PERIOD UP TO BUT (USD):
EXCLUDING THE PERIOD END DATE
OCCURRING ON:
-------------------------------------------------------------------------
25-February-2007 183,945,000.00
-------------------------------------------------------------------------
25-March-2007 182,771,195.19
-------------------------------------------------------------------------
25-April-2007 181,243,852.61
-------------------------------------------------------------------------
25-May-2007 179,364,413.09
-------------------------------------------------------------------------
25-June-2007 177,133,826.96
-------------------------------------------------------------------------
25-July-2007 174,553,760.44
-------------------------------------------------------------------------
25-August-2007 171,626,599.72
-------------------------------------------------------------------------
25-September-2007 168,355,452.74
-------------------------------------------------------------------------
25-October-2007 164,744,148.55
-------------------------------------------------------------------------
25-November-2007 160,797,234.31
-------------------------------------------------------------------------
25-December-2007 156,519,969.74
-------------------------------------------------------------------------
25-January-2008 153,324,583.39
-------------------------------------------------------------------------
25-February-2008 149,896,402.97
-------------------------------------------------------------------------
25-March-2008 146,242,182.23
-------------------------------------------------------------------------
25-April-2008 142,369,297.10
-------------------------------------------------------------------------
25-May-2008 138,285,728.30
-------------------------------------------------------------------------
25-June-2008 134,000,041.34
-------------------------------------------------------------------------
25-July-2008 129,521,364.46
-------------------------------------------------------------------------
25-August-2008 124,859,364.01
-------------------------------------------------------------------------
25-September-2008 120,024,217.97
-------------------------------------------------------------------------
25-October-2008 115,026,587.08
-------------------------------------------------------------------------
25-November-2008 109,877,584.11
-------------------------------------------------------------------------
25-December-2008 104,588,741.21
-------------------------------------------------------------------------
25-January-2009 99,171,975.43
-------------------------------------------------------------------------
25-February-2009 93,639,552.68
-------------------------------------------------------------------------
25-March-2009 88,004,050.05
-------------------------------------------------------------------------
25-April-2009 82,278,316.93
-------------------------------------------------------------------------
25-May-2009 76,475,434.72
-------------------------------------------------------------------------
25-June-2009 70,608,675.71
-------------------------------------------------------------------------
25-July-2009 64,807,772.09
-------------------------------------------------------------------------
25-August-2009 59,173,424.80
-------------------------------------------------------------------------
25-September-2009 53,719,708.01
-------------------------------------------------------------------------
25-October-2009 48,442,208.62
-------------------------------------------------------------------------
25-November-2009 43,336,615.96
-------------------------------------------------------------------------
25-December-2009 38,398,719.49
-------------------------------------------------------------------------
25-January-2010 33,624,406.48
-------------------------------------------------------------------------
25-February-2010 29,009,659.81
-------------------------------------------------------------------------
25-March-2010 24,550,555.71
-------------------------------------------------------------------------
25-April-2010 20,243,261.68
-------------------------------------------------------------------------
25-May-2010 16,084,034.37
-------------------------------------------------------------------------
25-June-2010 12,069,217.55
-------------------------------------------------------------------------
25-July-2010 8,195,240.08
-------------------------------------------------------------------------
25-August-2010 4,458,614.01
-------------------------------------------------------------------------
25-September-2010 855,932.64
-------------------------------------------------------------------------
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy
of this Confirmation enclosed for that purpose and returning it to us.
Yours faithfully,
Credit Suisse International
By: /s/ Bik Xxxx Xxxxx
Name: Bik Xxxx Xxxxx
Title: Authorized Signatory
Confirmed as of the date first written above:
U.S. Bank National Association, not individually, but solely as trustee on behalf of the Trust created
under the Pooling Servicing Agreement for the RFMSI Series 2007-S1 Trust, Mortgage Pass-Through
Certificates, Series 2007-S1
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
Our Reference No: External ID: 53178544N3 / Risk ID: 447636423 and 447636425
CREDIT SUISSE INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxxxx-xxxxxx.xxx
External ID: 53101628NOV
CREDIT SUISSE INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxxxx-xxxxxx.xxx
Registered Office as above.
Registered with unlimited liability in England
under No. 2500199
Authorised and regulated by The Financial
Services Authority
VAT No: GB 447 0737 41
FACSIMILE COVER SHEET
To: U.S. Bank National Association, not individually, but solely as trustee on
behalf of the Trust created under the Pooling Servicing Agreement for the
RFMSI Series 2007-S1 Trust, Mortgage Pass-Through Certificates, Series 2007-S1
Attention: Xxxxxxxx Xxxxx, CSIN Marketer
Fax number: To be hand delivered by Xxxxxxxx Xxxxx
Date: 30 January 2007
Pages (including cover page): 5
Our Reference No: External ID: 53178544NOV / Risk ID: 447636423 and 447636425
Credit Suisse International has entered into a transaction with you as attached. Please find attached a letter
agreement (the "Confirmation") which confirms the terms and conditions of the above transaction.
If you agree with the terms specified therein, PLEASE ARRANGE FOR THE CONFIRMATION TO BE SIGNED BY YOUR
AUTHORISED SIGNATORIES and return a signed copy to this office to the facsimile listed below.
FOR INTEREST RATE PRODUCTS: FOR EQUITY DERIVATIVES:
Telephone Numbers: (000) 000-0000 Telephone numbers: (000) 000-0000 / (000) 000-0000 /
Facsimile number: (000) 000-0000 (000) 000-0000
Email: xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx Facsimile number: (000) 000-0000
FOR CREDIT DERIVATIVES:
Telephone Numbers: (000) 000-0000
Facsimile number: (000) 000-0000
Email: xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx
We are delighted to have entered into this transaction with you.
CONFIDENTIALITY NOTICE: This facsimile is intended only for the use of the individual or entity to which it is
addressed and may contain information which is privileged and confidential. If the reader of this message is not
the intended recipient or an employee or agent responsible for delivering the message to the intended recipient,
you are hereby notified that any dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please notify us immediately by telephone and
return the original message to us by mail. Thank you.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
NOVATION CONFIRMATION
Date: 30 January 2007
To: U.S. Bank National Association, not individually, but solely as trustee on behalf of the Trust created
under the Pooling Servicing Agreement for the RFMSI Series 2007-S1 Trust, Mortgage Pass-Through
Certificates, Series 2007-S1
To: Credit Suisse Management LLC
From: Credit Suisse International ("CSIN")
Re: Novation Transaction
External ID: 53178544NOV
______________________________________________________________________________
Dear Sir/Madam:
The purpose of this letter is to confirm the terms and conditions of the Novation Transaction entered
into between the parties and effective from the Novation Date specified below. This Novation Confirmation
constitutes a "Confirmation" as referred to in the New Agreement specified below.
1. The definitions and provisions contained in the 2004 ISDA Novation Definitions (the
"Definitions") and the terms and provisions of the 2000 ISDA definitions (the "Product Definitions"), each as
published by the International Swaps and Derivatives Association, Inc. and amended from time to time, are
incorporated in this Novation Confirmation. In the event of any inconsistency between (i) the Definitions, (ii)
the Product Definitions and/or (iii) the Novation Agreement and this Novation Confirmation, this Novation
Confirmation will govern. In the event of any inconsistency between the Novation Confirmation and the New
Confirmation, the New Confirmation will govern for the purpose of the New Transaction.
2. The terms of the Novation Transaction to which this Novation Confirmation relates are as
follows:
Novation Date: 30 January 2007
Novated Amount: USD 183,945,000
Transferor: Credit Suisse Management LLC
Transferee: RFMSI 2007-S1
Remaining Party: CSIN
New Agreement (between Transferee and Remaining 1992 ISDA Master Agreement dated as of
Party): 30 January 2007
3. The terms of the Old Transaction to which this Novation Confirmation relates, for
identification purposes, are as follows:
Trade Date of Old Transaction: 27 December 2006
Effective Date of Old Transaction: 30 January 2007
Termination Date of Old Transaction: 25 September 2010
4. The terms of the New Transaction to which this Novation Confirmation relates shall be as
specified in the New Confirmation attached hereto as Exhibit A.
Full First Calculation Period: Applicable
5. Miscellaneous Provisions:
Non-Reliance: Applicable
For the purpose of facilitating this Transaction, an Affiliate of CSIN, which is organized in the United States
of America (the "Agent"), has acted as agent for CSIN. The Agent is not a principal with respect to this
Transaction and shall have no responsibility or liability to the parties as a principal with respect to this
Transaction.
Credit Suisse International is authorized and regulated by the Financial Services Authority and has entered into
this transaction as principal. The time at which the above transaction was executed will be notified to the
parties on request.
The parties confirm their acceptance to be bound by this Novation Confirmation as of the Novation Date
by executing a copy of this Novation Confirmation and returning it to us. The Transferor, by its execution of a
copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to the Old
Transaction. The Transferee, by its execution of a copy of this Novation Confirmation, agrees to the terms of the
Novation Confirmation as it relates to the New Transaction.
Credit Suisse International
By: /s/ Bik Xxxx Xxxxx
Name: Bik Xxxx Xxxxx
Title: Authorized Signatory
Credit Suisse Management LLC
By: /s/ Xxxxxxx Xxxxx-Xxxxxx
Name: Xxxxxxx Xxxxx-Xxxxxx
Title: Assistant Vice President
Complex Product Support
U.S. Bank National Association, not individually, but solely as trustee on behalf of the Trust created under the
Pooling Servicing Agreement for the RFMSI Series 2007-S1 Trust, Mortgage Pass-Through Certificates, Series 2007-S1
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
Our Reference No: External ID: 53178544NOV / Risk ID: 447636423 and 447636425
EXHIBIT A
This New Confirmation amends, restates and supersedes in its entirety all Confirmation(s) dated prior to the date
hereof in respect of this New Transaction.
EXECUTION COPY
RFMSI Series 2007-S1 Schedule
SCHEDULE
to the
MASTER AGREEMENT
dated as of January 30, 2007
between
CREDIT SUISSE INTERNATIONAL, AND U.S. BANK NATIONAL ASSOCIATION, not individually,
an unlimited company incorporated but solely as trustee on behalf of the Trust created
under the laws of England and Wales under the Pooling Servicing Agreement for the RFMSI
("PARTY A") SERIES 2007-S1 TRUST, Mortgage Pass-Through
Certificates, Series 2007-S1
("PARTY B")
PART 1
TERMINATION PROVISIONS
In this Agreement:-
(A) SPECIFIED ENTITY. "Specified Entity" shall have no meaning in relation to Party A or Party B.
(B) SPECIFIED TRANSACTION. Shall have no meaning in relation to Party A or Party B.
(C) CERTAIN EVENTS OF DEFAULT. The following Events of Default will apply to the parties as specified
below, and the definition of "Event of Default" in Section 14 is deemed to be modified accordingly:
Section 5(a)(i) (Failure To Pay or Deliver) will apply to Party A and will apply to Party B.
Section 5(a)(ii) (Breach of Agreement) will apply to Party A and will apply to Party B.
Section 5(a)(iii) (Credit Support Default) will apply to Party A and Party B (but only to the extent
that Party A has Transferred Eligible Credit Support pursuant to the Credit Support Annex).
Section 5(a)(iv) (Misrepresentation) will apply to Party A and will apply to Party B.
Section 5(a)(v) (Default Under Specified Transaction) will not apply to Party A or Party B.
Section 5(a)(vi) (Cross Default) will apply to Party A and will not apply to Party B. "Threshold
Amount" means, in respect of Party A, 3% of shareholders' equity of Party A.
Section 5(a)(vii) (Bankruptcy) will apply to Party A and will not apply to Party B.
Section 5(a)(viii) (Merger Without Assumption) will apply to Party A and will not apply to Party B.
(D) TERMINATION EVENTS. The "Illegality" provision of Section 5(b)(i), the "Tax Event" provision of Section
5(b)(ii), the "Tax Event Upon Merger" provision of Section 5(b)(iii) and the "Credit Event Upon Merger" provision
of Section 5(b)(iv) will apply to both Party A and Party B.
(E) AUTOMATIC EARLY TERMINATION. The "Automatic Early Termination" provision of Section 6(a) will not apply
to Party A or Party B.
(F) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e), the Second Method and Market Quotation
will apply.
(G) TERMINATION CURRENCY. "Termination Currency" means United States Dollars.
(H) ADDITIONAL TERMINATION EVENT.
Each of the following shall be an Additional Termination Event with respect to Party B as the sole
Affected Party:-
(1) TERMINATION OF TRUST. The termination of the obligations and responsibilities of the parties
to the Pooling and Servicing Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement.
(2) AMENDMENT OF POOLING AND SERVICING AGREEMENT. Party B shall fail to comply with Part 5(d) of
this Schedule.
(3) COUNTERPARTY RATING AGENCY DOWNGRADE. If Party A no longer has a long-term credit rating of at
least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (a
"Counterparty Rating Agency Downgrade"), provided that none of the following events shall occur: Party A
shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain
a substitute Counterparty that is a bank or other financial institution that has a long-term credit
rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the
Certificates (the "Counterparty Rating Requirement"), (2) obtain a guaranty of or a contingent agreement
of another person with a long-term credit rating of at least A (or its equivalent) from at least one of
the Rating Agencies rating the Certificates to honor Party A's obligations hereunder, (3) post
collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its
long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies
rating the Certificates. As used herein: (i) "Moody's" means Xxxxx'x Investors Service, Inc., or any
successor nationally recognized statistical rating organization, (ii) "S&P" means Standard & Poor's
Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized
statistical rating organization, (iii) "Fitch" means Fitch Ratings, or any successor nationally
recognized statistical rating organization, and (iv) "Rating Agency" means Xxxxx'x, S&P, or Fitch.
(4) REGULATION AB. Party A neither (a) provides Cap Financial Disclosure (as defined in Part 5(n))
pursuant to the Indemnification Agreement dated as of January 26, 2007, among Residential Funding
Mortgage Securities I, Inc., Residential Funding Company, LLC and Party A (the "Indemnification
Agreement"), (b) assigns this Agreement in accordance with Part 5(n) nor (c) obtains a guaranty of Party
A's obligations under this Agreement from an affiliate of Party A that is able to comply with the
financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure
provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and
cause such affiliate to provide Cap Financial Disclosure. For all purposes of this Agreement, Party A
shall be the sole Affected Party with respect to the occurrence of a Termination Event described in this
Part 1(h)(4); provided, however, that notwithstanding Section 6(b)(iv) of the Agreement, either Party A
or Party B may designate an Early Termination Date following the occurrence of the Termination Event
described in this Part 1(h)(4).
PART 2
TAX REPRESENTATIONS
(A) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e), Party A and Party B each makes the
following representation:-
It is not required by any applicable law, as modified by the practice of any relevant governmental
revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account
of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it
to the other party under this Agreement. In making this representation, it may rely on:-
(i) the accuracy of any representation made by the other party pursuant to Section 3(f);
(ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii)
and the accuracy and effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party contained in Section 4(d);
provided that it shall not be a breach of this representation where reliance is placed on clause (ii),
and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(B) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f),
(i) Party A makes the following representation to Party B:
(A) Party A is entering into each Transaction in the ordinary course of its trade as, and is, a recognized
UK bank as defined in Section 840A of the UK Income and Corporation Taxes Act of 1988.
(B) Party A has been approved as a Withholding Foreign Partnership by the US Internal Revenue Service.
(C) Party A's Withholding Foreign Partnership Employer Identification Number is 00-0000000.
(D) Party A is a partnership that agrees to comply with any withholding obligation under Section 1446 of the
Internal Revenue Code.
(ii) Party B makes no Payee Tax Representations.
PART 3
AGREEMENT TO DELIVER DOCUMENTS
Each party agrees to deliver the following documents as applicable:-
(a) For the purpose of Section 4(a)(i), tax forms, documents or certificates to be delivered are:-
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE
DELIVER DOCUMENT CERTIFICATE DELIVERED
Party A U.S. Internal (i) Before the
Revenue Service first Payment Date
Form W-8IMY or any under this
successor forms Agreement, such
thereto form to be updated
at the beginning of
each succeeding
three-calendar-year
period after the
first payment date
under this
Agreement, (ii)
promptly upon
reasonable demand
by Party B, and
(iii) promptly upon
learning that any
such Form
previously provided
by Party A has
become obsolete or
incorrect.
(b) For the purpose of Section 4(a)(ii), other documents to be delivered are:-
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENT CERTIFICATE DELIVERED 3(D) REPRESENTATION
Party A and Evidence reasonably Upon execution this Yes
Party B satisfactory to the Agreement and, if
other party as to requested, upon
the names, true execution of any
signatures and Confirmation
authority of the
officers or
officials signing
this Agreement or
any Confirmation on
its behalf
Party A A copy of the Upon request, as Yes
annual report for soon as publicly
such party available
containing audited
or certified
financial
statements for the
most recently ended
financial year
Party A An opinion of Upon execution of No
counsel to such this Agreement
party reasonably
satisfactory in
form and substance
to the other party
covering the
enforceability of
this Agreement
against such party
Party A Indemnification Concurrently with No
Agreement executed printing of any
by Party A, Prospectus
Residential Funding Supplement or the
Mortgage Securities Certificates to
I, Inc., which this
Residential Funding Agreement relates
Company, LLC with
respect to (i)
financial
information
described in Item
1115 of Regulation
AB and requested by
Residential Funding
Mortgage Securities
I, Inc. and (ii)
information
provided by Party A
for inclusion in
any Prospectus
Supplement for the
Certificates to
which this
Agreement relates
Party B Executed copies of Not later than 15 No
the Pooling and days after the
Servicing Agreement Effective Date of
and such other any Confirmation.
documents as
requested by Party
A.
Party B Monthly Statements, At such times as No
as set forth in such Monthly
Section 4.03 of the Statements are
Pooling and required to be
Servicing Agreement delivered to the
Trustee pursuant to
the Pooling and
Servicing Agreement
Party B Such other Upon request No
information in
connection with the
Certificates or the
Pooling and
Servicing Agreement
in the possession
of Party B as Party
A may reasonably
request.
Party B Any and all Each (i) the date No
proposed and of distribution to
executed amendments the Certificates or
to the Pooling and (ii) the date of
Servicing Agreement. execution by Party
B, as applicable.
PART 4
MISCELLANEOUS
(A) ADDRESSES FOR NOTICES. For the purpose of Section 12(a):-
Notwithstanding Section 12 (a) of the Agreement, all notices, including those to be given under Section 5 or
Section 6 of the Agreement, may be given by facsimile transmission or electronic messaging system.
(i) (1) Address for notices or communications to Party A:-
Address: One Cabot Square Attention: (1) Head of Credit Risk Management;
Xxxxxx X00 0XX (2) Global Head of OTC Operations,
Operations Department;
(3) General Counsel Europe -
Legal and Compliance Department
Telex No.: 264521 Answerback: CSIN G
(2) For the purpose of facsimile notices or communications under this Agreement:-
Facsimile No.: x00 (0) 000 000 0000
Attention: General Counsel Europe - Legal and Compliance Department
Telephone number for oral confirmation of receipt of facsimile in legible form: x00 (0) 000 000 0000
Designated responsible employee for the purposes of Section 12(a)(iii): Senior Legal Secretary
With a copy to:
Facsimile No. x00 (0) 000 000 0000
Head of Credit Risk Management
With a copy to:
Facsimile No. x00 (0) 000 000 0000
Global Head of OTC Operations, Operations Department.
(ii) Address for notices or communications to Party B:-
U.S. Bank National Association, Trustee
Mail Code: EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000-0000
Attn: Structured Finance/RFMSI 2007-S1
Tel: (000) 000 0000
Facsimilie: (000) 000 0000
(For all purposes.)
(B) PROCESS AGENT. For the purpose of Section 13(c):-
Party A appoints as its Process Agent:- Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx
Xxxx, XX 00000 (Attention:- General Counsel, Legal and Compliance Department).
Party B appoints as its Process Agent:- Not Applicable.
(C) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(D) MULTIBRANCH PARTY. For the purpose of Section 10(c):-
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(E) CALCULATION AGENT. The Calculation Agent is Party A.
(F) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
(i) With respect to Party B, not applicable.
(ii) With respect to Party A: the Credit Support Annex.
(G) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A: Not applicable.
Credit Support Provider means in relation to Party B: Not applicable.
(H) GOVERNING LAW. This Agreement and, to the fullest extent permitted by applicable law, all matters
arising out of or relating in any way to this Agreement, will be governed by and construed in accordance
with the laws of the State of New York without reference to choice of law doctrine (other than Section
5-1401 and Section 5-1402 of the New York General Obligations Law).
(I) NETTING OF PAYMENTS. Section 2(c)(ii) of this Agreement will not apply to the Transactions.
(J) AFFILIATE. Affiliate will have the meaning specified in Section 14, provided that Party B shall be
deemed to have no Affiliates.
(K) JURISDICTION. Section 13(b) is amended by (1) deleting the "non" from the second line of clause (i) and
(2) deleting the final paragraph.
PART 5
OTHER PROVISIONS
(A) DEFINITIONS. Any capitalized terms used but not otherwise defined in this Agreement shall have the
meanings assigned to them (or incorporated by reference) in the PSA. In the event of any inconsistency between
the terms of this Agreement and the terms of the PSA, this Agreement will govern. References to the "PSA" are to
the Series Supplement dated as of January 1, 2007 to Standard Terms of Pooling and Servicing Agreement dated as
of November 1, 2006 (such Series Supplement together with such Standard Terms, the "PSA") among Residential
Funding Mortgage Securities I, Inc., as depositor, Residential Funding Company, LLC, as Master Servicer, and U.S.
Bank National Association, as trustee, as amended from time to time.
(B) REPRESENTATIONS. Section 3(a) of this Agreement is hereby amended to include the following additional
representations after paragraph 3(a)(v):
(vi) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible contract participant" as defined in section 1a(12) of
the U.S. Commodity Exchange Act.
(vii) INDIVIDUAL NEGOTIATION. This Agreement and each Transaction hereunder is subject to individual
negotiation by the parties.
(viii) RELATIONSHIP BETWEEN PARTY A AND PARTY B. Subject as provided in Part 5(f), each of Party A and Party
B will be deemed to represent to the other on the date on which it enters into a Transaction or an amendment
thereof that (absent a written agreement between Party A and Party B that expressly imposes affirmative
obligations to the contrary for that Transaction):
(1) PRINCIPAL. It is acting as principal and not as agent when entering into this Agreement and
each Transaction.
(2) NON-RELIANCE. Party A is acting for its own account and with respect to Party B, the Trustee
is executing this Agreement as trustee on behalf of the Trust. Each party 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 advisors 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.
(3) EVALUATION AND UNDERSTANDING. It is capable of evaluating and understanding (on its own behalf
or through independent professional advice), and understands and accepts, the terms, conditions and
risks of this Agreement and each Transaction hereunder. It is also capable of assuming, and assumes, all
financial and other risks of this Agreement and each Transaction hereunder.
(4) STATUS OF PARTIES. The other party is not acting as a fiduciary or an advisor for it in respect
of that Transaction.
(5) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible swap participant" as such term is defined in
Section 35.1 (b) (2) of the regulations (17 C.F.R. 35) promulgated under, and an "eligible contract
participant" as defined in Section 1 (a)(12) of the Commodity Exchange Act, as amended.
(C) CHANGE OF ACCOUNT. Section 2(b) of this Agreement is hereby amended by the addition of the following
after the word "delivery" in the first line thereof:-
"to another account in the same legal and tax jurisdiction as the original account"
(D) AMENDMENT OF THE POOLING AND SERVICING AGREEMENT. Party B shall not amend, supplement, modify or waive
any provision of the Pooling and Servicing Agreement that materially and adversely affects the rights and
interests of Party A without the prior written consent of Party A.
(E) WAIVER OF RIGHT TO TRIAL BY JURY. Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement
or any Credit Support Document. Each party (i) certifies that no representative, agent or attorney of the other
party or any Credit Support Provider has represented, expressly or otherwise, that such other party would not, in
the event of such a suit action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it
and the other party have been induced to enter into this Agreement and provide for any Credit Support Document,
as applicable by, among other things, the mutual waivers and certifications in this Section.
(F) NON-PETITION; LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, Party A may not,
prior to the date which is one year and one day, or if longer the applicable preference period then in effect,
after the payment in full of all Certificates, institute against, or join any other Person in instituting
against, the Trust any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings, or other proceedings under Federal, State, or bankruptcy or similar laws. Nothing shall preclude,
or be deemed to stop, Party A (i) from taking any action prior to the expiration of the aforementioned one year
and one day period, or if longer the applicable preference period then in effect, in (A) any case or proceeding
voluntarily filed or commenced by the Trust or (B) any involuntary insolvency proceeding filed or commenced by a
Person other than Party A, or (ii) from commencing against the Trust or any of the Collateral any legal action
which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or similar
proceeding. Party A further acknowledges that Party B's obligations hereunder shall be solely the obligations of
the Trust and that recourse in respect of any obligations of Party B hereunder will be limited to assets of the
Trust as applied in accordance with the terms of the Pooling and Servicing Agreement and, on exhaustion thereof,
all claims against Party B arising from this Agreement or contemplated hereby shall be extinguished.
(G) TRANSFER. Section 7 is hereby amended to read in its entirety as follows:
Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(g) of the Schedule, and except for the
assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A
nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in
part any of its rights, obligations or interests under this Agreement or any Transaction without the prior
written consent of the other party; provided, however, that (i) Party A may make such a transfer of this
Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially
all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A
may transfer this Agreement to any Person, including, without limitation, another of Party A's offices, branches
or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days'
prior written notice to Party B; provided that, with respect to clause (ii), (A) as of the date of such transfer
the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this
Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section
2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur
under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument
pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and
(D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B
will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such
transfer.
Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of
Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations
(and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A
with respect to such obligations (and any related interests so transferred), and a release and discharge by Party
B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against
Party A with respect to, such obligations from and after the effective date of the transfer.
In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B,
to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the
obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.
(H) NOTICE OF CERTAIN EVENTS OR CIRCUMSTANCES. Each party agrees, upon learning of the occurrence or
existence of any event or condition that constitutes (or that with the giving of notice or passage of time or
both would constitute) an Event of Default or Termination Event with respect to such party, promptly to give the
other party notice of such event or condition (or, in lieu of giving notice of such event or condition in the
case of an event or condition that with the giving of notice or passage of time or both would constitute an Event
of Default or Termination Event with respect to the party, to cause such event or condition to cease to exist
before becoming an Event of Default or Termination Event); provided that failure to provide notice of such event
or condition pursuant to this Part 5(h) shall not constitute an Event of Default or a Termination Event.
(I) REGARDING PARTY A. Party B acknowledges and agrees that Party A has had and will have no involvement in
and, accordingly Party A accepts no responsibility for: (i) the establishment, structure, or choice of assets of
the Trust; (ii) the selection of any person performing services for or acting on behalf of Party B or the Trust;
(iii) the selection of Party A as the Counterparty; (iv) the terms of the Certificates; (v) (subject to the
Indemnification Agreement) the preparation of or passing on the disclosure and other information contained in any
offering circular for the Certificates, the Pooling and Servicing Agreement, or any other agreements or documents
used by any party in connection with the marketing and sale of the Certificates; (vi) the ongoing operations and
administration of the Trust, including the furnishing of any information to Party B which is not specifically
required under this Agreement; or (vii) any other aspect of the Trust's existence.
(J) [RESERVED].
(K) [RESERVED].
(L) COMMODITY EXCHANGE ACT. Each party represents to the other party on and as of the date hereof and on
each date on which a Transaction is entered into among them that:
(i) such party is an "eligible contract participant" as defined in the U.S. Commodity Exchange Act (the
"CEA");
(ii) neither this Agreement nor any Transaction has been executed or traded on a "trading facility" as such
term is defined in the CEA; and
(iii) such party is entering into each Transaction in connection with its business or a line of business and
the terms of this Agreement and each Transaction have been individually tailored and negotiated.
(M) TRUSTEE CAPACITY. It is expressly understood and agreed by the parties hereto that (i) this Agreement
is executed and delivered by U.S. Bank National Association (the Trustee) not individually or personally but
solely as trustee of the Trust created pursuant to the PSA (the Trust), in the exercise of the powers and
authority conferred and vested in it under the PSA, (ii) each of the representations, undertakings and agreements
herein made on the part of the Trust is made and intended not as personal representations, undertakings and
agreements by the Trustee but is made and intended for the purpose of binding only the Trust, (iii) nothing
herein contained shall be construed as creating any liability on the part of the Trustee, 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 the Trustee be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trust under this Agreement or any other related documents as to all of which
recourse shall be had solely to the assets of the Trust in accordance with the terms of the Pooling and Servicing
Agreement. Each party acknowledges that the Trustee has been directed under the Pooling and Servicing Agreement
to enter into this Agreement.
(N) REGULATION AB. In accordance with the Indemnification Agreement, Party A may, in lieu of providing Cap
Financial Disclosure (as defined in the Indemnification Agreement), within 10 Business Days after a request for
Cap Financial Disclosure pursuant to the terms of the Indemnification Agreement, (i) assign this Agreement at its
own cost to another entity that has agreed to provide Cap Financial Disclosure with respect to itself (and which
satisfies the Counterparty Rating Requirement) or (ii) obtain a guaranty of Party A's obligations under this
Agreement from an affiliate of Party A that is able to comply with the financial information disclosure
requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will
satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Cap Financial
Disclosure; provided, that the failure of Party A to so assign or obtain a guaranty will not constitute an Event
of Default under this Agreement. If Party A neither (a) provides Cap Financial Disclosure pursuant to the
Indemnification Agreement, (b) assigns this Agreement in accordance with this Part 5(n) nor (c) obtains a
guaranty of Party A's obligations under this Agreement from an affiliate of Party A in accordance with this Part
5(n), an Additional Termination Event will occur as provided in Part 1(h)(4).
IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized representatives as
of the date of the Agreement.
CREDIT SUISSE INTERNATIONAL U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
AS TRUSTEE ON BEHALF OF THE TRUST CREATED UNDER THE POOLING
SERVICING AGREEMENT FOR THE RFMSI SERIES 2007-S1 TRUST,
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-S1
By: /s/ Bik Xxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxxx
Name: Bik Xxxx Xxxxx Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory Title: Assistant Vice President
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Authorized Signatory
EXECUTION COPY
RFMSI Series 2007-S1 CSA
ELECTIONS AND VARIABLES
TO THE ISDA CREDIT SUPPORT ANNEX
DATED AS OF JANUARY 30, 2007
BETWEEN
CREDIT SUISSE INTERNATIONAL, AND U.S. BANK NATIONAL ASSOCIATION, not individually, but
an unlimited company incorporated solely as trustee on behalf of the Trust created
under the laws of England and Wales under the Pooling Servicing Agreement for the RFMSI
("PARTY A") SERIES 2007-S1 TRUST, Mortgage Pass-Through
Certificates, Series 2007-S1
("PARTY B")
PARAGRAPH 13.
(a) SECURITY INTEREST FOR "OBLIGATIONS".
The term "OBLIGATIONS" as used in this Annex includes the following additional obligations:
With respect to Party A: None.
With respect to Party B: None.
(b) CREDIT SUPPORT OBLIGATIONS.
(i) DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.
(A) "DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).
(B) "RETURN AMOUNT" has the meaning specified in Paragraph 3(b).
(C) "CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.
(ii) ELIGIBLE COLLATERAL. On any date, the following items will qualify as "ELIGIBLE COLLATERAL"
for each party:
VALUATION
PERCENTAGE
(A) Cash 100%
(B) negotiable debt obligations issued after 18 July 1984 by the 100%
U.S. Treasury Department having a residual on such date of
less than 1 year
(C) negotiable debt obligations issued after 18 July 1984 by the 97%
U.S. Treasury Department having a residual maturity on such
date equal to or greater than 1 year but less than 5 years
(D) negotiable debt obligations issued after 18 July 1984 by the 95%
U.S. Treasury Department having a residual maturity on such
date equal to or greater than 5 years but less than 10 years
(E) (1) Agency Securities having a remaining stated maturity of up 97%
to ten years from the Valuation Date. "Agency Securities" means
unsecured, unsubordinated negotiable debt obligations issued by
the Federal National Mortgage Association, the Government
National Mortgage Association, the Federal Home Loan Mortgage
Corporation, or the Federal Home Loan Banks, but excluding
Interest-only and principal-only securities.
(2) Agency Securities having a remaining stated maturity of
greater than ten years, but not more than 30 years, from the
Valuation Date.
96%
(F) In respect of a party, such other assets as the other party Such percentage
may from time to time specify in writing as qualifying as as shall, from
Eligible Collateral for the purpose of this Annex (provided time to time, be
that any such assets shall cease to qualify as Eligible specified by the
Collateral if such other party subsequently specifies in other party as
writing that they shall no longer qualify as Eligible applying to such
Collateral). For the avoidance of doubt there are no other Eligible
assets which, as of the date of this Annex, qualify as Collateral.
Eligible Collateral for either party.
(iii) OTHER ELIGIBLE SUPPORT. With respect to a party, such Other Eligible Support as the
other party may from time to time specify in writing as qualifying as "OTHER ELIGIBLE SUPPORT"
and for the avoidance of doubt there are no items which qualify as Other Eligible Support for
either party as of the date of this Annex.
(iv) THRESHOLDS.
(A) "INDEPENDENT AMOUNT" means with respect to Party A and Party B: Zero.
(B) "THRESHOLD" means with respect to Party A: Infinity; provided, if Party A's long-term credit rating
falls below A (or its equivalent) from all three of the Rating Agencies (as
defined in the Schedule), then the Threshold with respect to Party A shall be
zero.
"THRESHOLD" means with respect to Party B: Infinity
(C) "MINIMUM TRANSFER AMOUNT" means with respect to Party A:$250,000.
"MINIMUM TRANSFER AMOUNT" means with respect to Party B:$250,000.
(D) ROUNDING. The Delivery Amount and the Return Amount will be rounded up and down respectively to the
nearest integral multiple of $10,000.
(c) VALUATION AND TIMING.
(i) "VALUATION AGENT" means, for purposes of Paragraphs 3 and 5, the party making the
demand under Paragraph 3; for the purposes of Paragraph 4(d)(ii), the Secured Party receiving
the Substitute Credit Support; and, for purposes of Paragraph 6(d), the Secured Party receiving
or deemed to receive the Distributions or the Interest Amount, as applicable provided that
where there has occurred and is continuing an Event of Default, Potential Event of Default or
Specified Condition in respect of such party it shall not be a Valuation Agent and the other
party shall be the Valuation Agent.
(ii) "VALUATION DATE" means the first day of each calendar week that is a Local Business
Day which, if treated as a Valuation Date, would result in a Delivery Amount or Return Amount;
or such other Local Business Day that either party may elect to designate a Valuation Date by
notice to the Valuation Agent.
(iii) "VALUATION TIME" means the close of business in the city of the Valuation Agent 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 4:00 p.m., London time, on a Local Business Day.
(d) CONDITIONS PRECEDENT AND SECURED PARTY'S RIGHTS AND REMEDIES.
(i) Subject to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of this Annex the
following events will each be a "SPECIFIED CONDITION" for the party specified (that party being
the Affected Party if the event occurs with respect to that party):
Party A Party B
- Illegality X X
- Credit Event Upon Merger X
- Additional Termination Event(s):
An event which, with the giving of notice or the passage of X X
time, or both, would constitute one or more of the
foregoing events
(ii) For the purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the words "SPECIFIED
CONDITION" shall be deleted and the words "Termination Event" shall be substituted therefor and
provided further that for the purposes of Paragraph 8(b) the words "or been designated" shall
be deleted in their entirety;
(iii) For the purposes of sub-Paragraph 8(a)(1) the words "SPECIFIED CONDITION" shall be
deleted in their entirety.
(e) SUBSTITUTION.
(i) "SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).
(II) CONSENT. The Pledgor must obtain the Secured Party's prior consent to any substitution pursuant to
Paragraph 4(d) and shall give to the Secured Party not less than two (2) Local Business Days
notice thereof specifying the items of Posted Credit Support intended for substitution.
(iii) RETURN PROCEDURE. In Paragraph 4(d)(ii) the words "not later than the Local Business Day
following" shall be deleted and replaced with the words "as soon as practical after".
(f) DISPUTE RESOLUTION.
(i) "RESOLUTION TIME" means 4:00 p.m. London time on the Local Business Day following the date on
which the notice of the dispute is given under Paragraph 5.
(ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible
Collateral and Posted Collateral will be calculated as follows:
(A) with respect to any Cash; the amount thereof;
(B) with respect to any Eligible Collateral comprising securities; the sum of (a)(x) the
last mid-market price on such date for such securities on the principal national securities
exchange on which such securities are listed, multiplied by the applicable Valuation Percentage
or (y) where any such securities are not listed on a national securities exchange, the
mid-market price for such securities quoted as at the close of business on such date by any
principal market maker for such securities chosen by the Valuation Agent, multiplied by the
applicable Valuation Percentage or (z) if no such bid price is listed or quoted for such date,
the last mid-market price listed or quoted (as the case may be), as of the day next preceding
such date on which such prices were available; multiplied by the applicable Valuation
Percentage; plus (b) the accrued interest on such securities (except to the extent that such
interest shall have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the
applicable price referred to in subparagraph (a) above) as of such date; and
(C) with respect to any Eligible Collateral other than Cash and securities; the fair
market value of such Eligible Collateral on such date, as determined in any reasonable manner
chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage.
(iii) ALTERNATIVE. The provisions of Paragraph 5 will apply provided that the obligation of the
appropriate party to deliver the undisputed amount to the other party will not arise prior to the time
that would otherwise have applied to the Transfer pursuant to, or deemed made, under Paragraph 3 if no
dispute had arisen.
(g) HOLDING AND USING POSTED COLLATERAL.
(i) ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS:
Party A: Not applicable
Party B or its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b);
provided that
(1) whichever of Party B or its Custodian that is holding Posted Collateral, shall
at all times have a long term debt or deposit rating of at least A from Standard &
Poor's Ratings Services, a division of XxXxxx-Xxxx Inc. and at least A2 from Xxxxx'x
Investors Service, Inc. (or their respective successors) and have net capital in
excess of US$500 million;
(2) the Custodian for Party B shall first be approved by Party A and shall be an
account holder in the U.S. Federal Reserve System. Initially, the Custodian for Party
B is the Trustee; and
(3) Party B is not a Defaulting Party.
(h) DISTRIBUTIONS AND INTEREST AMOUNT.
(i) INTEREST RATE. The "INTEREST RATE" will be the annualized rate of return actually achieved on
Posted Collateral in the form of Cash during the relevant Interest Period. Upon direction of Party A,
Party B shall invest Posted Collateral in the form of Cash in Permitted Investments.
(ii) TRANSFER OF INTEREST AMOUNT. The Transfer of the Interest Amount will be made on the second
Local Business Day following the end of each calendar month, to the extent that a Delivery Amount would
not be created or increased by that transfer in which event such Interest Amount will be retained by the
Secured Party, and on any Local Business Day on which all Posted Collateral in the form of Cash is
Transferred to the Pledgor pursuant to Paragraph 3(b).
(iii) ALTERNATIVE TO INTEREST AMOUNT. The provisions of Paragraph 6(d)(ii) will apply and for the
purposes of calculating the Interest Amount the amount of interest calculated for each day of the
Interest Period shall be compounded daily.
(i) ADDITIONAL REPRESENTATION(S). There are no additional representations by either party.
(j) OTHER ELIGIBLE SUPPORT AND OTHER POSTED SUPPORT.
(i) "Value" with respect to Other Eligible Support and Other Posted Support shall have such meaning
as the parties shall agree in writing from time to time.
(ii) "Transfer" with respect to Other Eligible Support and Other Posted Support shall have such
meaning as the parties shall agree in writing from time to time.
(k) DEMANDS AND NOTICES. All demands, specifications and notices under this Annex will be made pursuant to
the Addresses for Notices Section of this Agreement, save that any demand, specification or notice:
(i) shall be given to or made at the following addresses:
If to Party A:
Address: One Xxxxx Xxxxxx
Xxxxxx X00 0XX
Xxxxxxx.
Telephone: 00 00 0000 0000
Facsimile: 44 20 7883 7987
Attention: Collateral Management Unit
If to Party B:
As set forth in Part 4(a) of the Schedule;
or at such other address as the relevant party may from time to time designate by giving notice (in
accordance with the terms of this paragraph) to the other party;
(ii) shall (unless otherwise stated in this Annex) be deemed to be effective at the time such notice
is actually received unless such notice is received on a day which is not a Local Business Day or after
the Notification Time on any Local Business Day in which event such notice shall be deemed to be
effective on the next succeeding Local Business Day.
(l) ADDRESS FOR TRANSFERS.
Party A: To be notified to Party B by Party A at the time of the request for the Transfer.
Party B: U.S. Bank N.A.
ABA: 000000000
DDA: 173103322058
RE: 108786000/Xxxx Xxxxxxxx
(m) 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 London, 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 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 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 amended so that the references in Paragraph 7(i), Paragraph 7(ii) and
Paragraph 7(iii) to "two Local Business Days", "five Local Business Days" and "thirty days"
respectively, shall instead be replaced by "one Local Business Day", "three Local Business
Days" and "three Local Business Days" respectively.
(iv) HOLDING COLLATERAL.
The Secured Party shall cause any Custodian appointed hereunder to open and maintain a
segregated account and to hold, record and identify all the Posted Collateral in such
segregated account 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.
(v) Notwithstanding any provision of this Annex to the contrary, Party B shall have no obligation
to Transfer Eligible Credit Support under any circumstances.
(N) TRUSTEE CAPACITY. It is expressly understood and agreed by the parties hereto that (i) this Annex is
executed and delivered by U.S. Bank National Association, not in its individual capacity but solely as
Trustee for the Trust under the Pooling and Servicing Agreement, in the exercise of the powers and
authority conferred upon and vested in it thereunder, (ii) each of the representations, warranties,
covenants, undertakings and agreements herein made on the part of Party B has not been made or intended
as a representation, warranty, covenant, undertaking or agreement by U.S. Bank National Association, in
its individual capacity, but is made and intended for the purpose of binding only the assets of the
Trust available therefor in accordance with the terms of the Pooling and Servicing Agreement, (iii)
nothing herein contained shall be construed as creating any liability on U.S. Bank National Association,
in its individual capacity, 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 U.S. Bank National
Association, in its individual capacity, be liable for the payment of any indebtedness or expenses of
Party B or be liable for the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by Party B under this Annex or any other related document, as to all of which
recourse shall be had solely to the assets of the Trust in accordance with the terms of the Pooling and
Servicing Agreement. The parties hereto acknowledge that the Trustee has been directed under the Pooling
and Servicing Agreement to enter into this Annex.
IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with
effect from the date specified on the first page of this document.
CREDIT SUISSE INTERNATIONAL U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT
SOLELY AS TRUSTEE ON BEHALF OF THE TRUST CREATED UNDER
THE POOLING SERVICING AGREEMENT FOR THE RFMSI SERIES
2007-S1 TRUST, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2007-S1
By: /s/ Bik Xxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxxx
Name: Bik Xxxx Xxxxx Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory Title: Assistant Vice President
Date: Date:
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Authorized Signatory
Date:
