ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of May 30, 2007 between
EXECUTION
(Bilateral
Form)
|
(ISDA
Agreements
Subject to New York Law Only)
|
ISDA®
International
Swaps and Derivatives Association, Inc.
to
the
Schedule to the Master Agreement
dated
as
of May
30,
2007
between
Credit
Suisse International,
an
unlimited company incorporated under the laws of England and
Wales
|
and
|
XXXXX
FARGO BANK, N.A.
not in its individual or corporate capacity, but solely as the Trust
Administrator, on behalf of the
TBW Mortgage-Backed Trust 2007-2 created
under the Pooling and Servicing Agreement in respect of
TBW Mortgage-Backed Pass Through Certificates Series
2007-2
|
(“Party
A”)
|
(“Party
B”)
|
This
Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.
Accordingly,
the parties agree as follows:
Paragraph
1. Interpretation
(a) Definitions
and Inconsistency.
Capitalized terms not otherwise defined herein or elsewhere in this Agreement
have the meanings specified pursuant to Paragraph 12, and all references in
this
Annex to Paragraphs are to Paragraphs of this Annex. In the event of any
inconsistency between this Annex and the other provisions of this Schedule,
this
Annex will prevail, and in the event of any inconsistency between Paragraph
13
and the other provisions of this Annex, Paragraph 13 will prevail.
(b) Secured
Party and Pledgor.
All
references in this Annex to the “Secured Party” will be to either party when
acting in that capacity and all corresponding references to the “Pledgor” will
be to the other party when acting in that capacity; provided, however, that
if
Other Posted Support is held by a party to this Annex, all references herein
to
that party as the Secured Party with respect to that Other Posted Support will
be to that party as the beneficiary thereof and will not subject that support
or
that party as the beneficiary thereof to provisions of law generally relating
to
security interests and secured parties.
Paragraph
2. Security Interest
Each
party, as the Pledgor, hereby pledges to the other party, as the Secured Party,
as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
the
security interest and lien granted hereunder on that Posted Collateral will
be
released immediately and, to the extent possible, without any further action
by
either party.
Paragraph
3. Credit Support Obligations
(a) Delivery
Amount.
Subject
to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly
following a Valuation Date, if the Delivery Amount for that Valuation Date
equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will
Transfer to the Secured Party Eligible Credit Support having a Value as of
the
date of Transfer at least equal to the applicable Delivery Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
“Delivery
Amount”
applicable to the Pledgor for any Valuation Date will equal the amount by
which:
(i) the
Credit Support Amount
exceeds
(ii) the
Value
as of that Valuation Date of all Posted Credit Support held by the Secured
Party.
(b) Return
Amount.
Subject
to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly
following a Valuation Date, if the Return Amount for that Valuation Date equals
or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party
will Transfer to the Pledgor Posted Credit Support specified by the Pledgor
in
that demand having a Value as of the date of Transfer as close as practicable
to
the applicable Return Amount (rounded pursuant to Paragraph 13). Unless
otherwise specified in Paragraph 13, the “Return
Amount”
applicable to the Secured Party for any Valuation Date will equal the amount
by
which:
(i) the
Value
as of that Valuation Date of all Posted Credit Support held by the Secured
Party
exceeds
(ii) the
Credit Support Amount.
“Credit
Support Amount”
means,
unless otherwise specified in Paragraph 13, for any Valuation Date (i) the
Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all
Independent Amounts applicable to the Pledgor, if any, minus (iii) all
Independent Amounts applicable to the Secured Party, if any, minus (iv) the
Pledgor’s Threshold; provided, however, that the Credit Support Amount will be
deemed to be zero whenever the calculation of Credit Support Amount yields
a
number less than zero.
2
Paragraph
4. Conditions Precedent, Transfer Timing, Calculations and
Substitutions
(a) Conditions
Precedent.
Each
Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured
Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions
precedent that:
(i) no
Event
of Default, Potential Event of Default or Specified Condition has occurred
and
is continuing with respect to the other party; and
(ii) no
Early
Termination Date for which any unsatisfied payment obligations exist has
occurred or been designated as the result of an Event of Default or Specified
Condition with respect to the other party.
(b) Transfer
Timing.
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 next Local Business Day; 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 second Local Business Day thereafter.
(c) Calculations.
All
calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will
be
made by the Valuation Agent as of the Valuation Time. The Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) of
its
calculations not later than the Notification Time on the Local Business Day
following the applicable Valuation Date (or in the case of Paragraph 6(d),
following the date of calculation).
Substitutions.
(i) Unless
otherwise specified in Paragraph 13, upon notice to the Secured Party specifying
the items of Posted Credit Support to be exchanged, the Pledgor may, on any
Local Business Day, Transfer to the Secured Party substitute Eligible Credit
Support (the “Substitute
Credit Support”);
and
(ii) subject
to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items
of
Posted Credit Support specified by the Pledgor in its notice not later than
the
Local Business Day following the date on which the Secured Party receives the
Substitute Credit Support, unless otherwise specified in Paragraph 13 (the
“Substitution
Date”);
provided, however, that the Secured Party will only be obligated to Transfer
Posted Credit Support with a Value as of the date of Transfer of that Posted
Credit Support equal to the Value as of that date of the Substitute Credit
Support.
3
Paragraph
5. Dispute Resolution
If
a
party (a “Disputing
Party”)
disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return
Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted
Credit Support, then (1) the Disputing Party will notify the other party and
the
Valuation Agent (if the Valuation Agent is not the other party) not later than
the close of business on the Local Business Day following (X) the date that
the
demand is made under Paragraph 3 in the case of (I) above or (Y) the date of
Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the
appropriate party will Transfer the undisputed amount to the other party not
later than the close of business on the Local Business Day following (X) the
date that the demand is made under Paragraph 3 in the case of (I) above or
(Y)
the date of Transfer in the case of (II) above, (3) the parties will consult
with each other in an attempt to resolve the dispute and (4) if they fail to
resolve the dispute by the Resolution Time, then:
(i) In
the
case of a dispute involving a Delivery Amount or Return Amount, unless otherwise
specified in Paragraph 13, the Valuation Agent will recalculate the Exposure
and
the Value as of the Recalculation Date by:
(A) utilizing
any calculations of Exposure for the Transactions (or Swap Transactions) that
the parties have agreed are not in dispute;
(B) calculating
the Exposure for the Transactions (or Swap Transactions) in dispute by seeking
four actual quotations at mid-market from Reference Market-makers for purposes
of calculating Market Quotation, and taking the arithmetic average of those
obtained; provided that if four quotations are not available for a particular
Transaction (or Swap Transaction), then fewer than four quotations may be used
for that Transaction (or Swap Transaction); and if no quotations are available
for a particular Transaction (or Swap Transaction), then the Valuation Agent’s
original calculations will be used for that Transaction (or Swap Transaction);
and
(C) utilizing
the procedures specified in Paragraph 13 for calculating the Value, if disputed,
of Posted Credit Support.
(ii) In
the
case of a dispute involving the Value of any Transfer of Eligible Credit Support
or Posted Credit Support, the Valuation Agent will recalculate the Value as
of
the date of Transfer pursuant to Paragraph 13.
Following
a recalculation pursuant to this Paragraph, the Valuation Agent will notify
each
party (or the other party, if the Valuation Agent is a party) not later than
the
Notification Time on the Local Business Day following the Resolution Time.
The
appropriate party will, upon demand following that notice by the Valuation
Agent
or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b),
make the appropriate Transfer.
Paragraph
6. Holding and Using Posted Collateral
(a) Care
of Posted Collateral.
Without
limiting the Secured Party’s rights under Paragraph 6(c), the Secured Party will
exercise reasonable care to assure the safe custody of all Posted Collateral
to
the extent required by applicable law, and in any event the Secured Party will
be deemed to have exercised reasonable care if it exercises at least the same
degree of care as it would exercise with respect to its own property. Except
as
specified in the preceding sentence, the Secured Party will have no duty with
respect to Posted Collateral, including, without limitation, any duty to collect
any Distributions, or enforce or preserve any rights pertaining
thereto.
4
(b) Eligibility
to Hold Posted Collateral; Custodians.
(i) General.
Subject
to the satisfaction of any conditions specified in Paragraph 13 for holding
Posted Collateral, the Secured Party will be entitled to hold Posted Collateral
or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured
Party. Upon notice by the Secured Party to the Pledgor of the appointment of
a
Custodian, the Pledgor’s obligations to make any Transfer will be discharged by
making the Transfer to that Custodian. The holding of Posted Collateral by
a
Custodian will be deemed to be the holding of that Posted Collateral by the
Secured Party for which the Custodian is acting.
(ii) Failure
to Satisfy Conditions.
If the
Secured Party or its Custodian fails to satisfy any conditions for holding
Posted Collateral, then upon a demand made by the Pledgor, the Secured Party
will, not later than five Local Business Days after the demand, Transfer or
cause its Custodian to Transfer all Posted Collateral held by it to a Custodian
that satisfies those conditions or to the Secured Party if it satisfies those
conditions.
(iii) Liability.
The
Secured Party will be liable for the acts or omissions of its Custodian to
the
same extent that the Secured Party would be liable hereunder for its own acts
or
omissions.
(c) Use
of Posted Collateral.
Unless
otherwise specified in Paragraph 13 and without limiting the rights and
obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if
the
Secured Party is not a Defaulting Party or an Affected Party with respect to
a
Specified Condition and no Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with
respect to the Secured Party, then the Secured Party will, notwithstanding
Section 9-207 of the New York Uniform Commercial Code, have the right
to:
(i) sell,
pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose
of,
or otherwise use in its business any Posted Collateral it holds, free from
any
claim or right of any nature whatsoever of the Pledgor, including any equity
or
right of redemption by the Pledgor; and
(ii) register
any Posted Collateral in the name of the Secured Party, its Custodian or a
nominee for either.
For
purposes of the obligation to Transfer Eligible Credit Support or Posted Credit
Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized
under this Agreement, the Secured Party will be deemed to continue to hold
all
Posted Collateral and to receive Distributions made thereon, regardless of
whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.
5
(d) Distributions
and Interest Amount.
(i) Distributions.
Subject
to Paragraph 4(a), if the Secured Party receives or is deemed to receive
Distributions on a Local Business Day, it will Transfer to the Pledgor not
later
than the following Local Business Day any Distributions it receives or is deemed
to receive to the extent that a Delivery Amount would not be created or
increased by that Transfer, as calculated by the Valuation Agent (and the date
of calculation will be deemed to be a Valuation Date for this
purpose).
(ii) Interest
Amount.
Unless
otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu
of
any interest, dividends or other amounts paid or deemed to have been paid with
respect to Posted Collateral in the form of Cash (all of which may be retained
by the Secured Party), the Secured Party will Transfer to the Pledgor at the
times specified in Paragraph 13 the Interest Amount to the extent that a
Delivery Amount would not be created or increased by that Transfer, as
calculated by the Valuation Agent (and the date of calculation will be deemed
to
be a Valuation Date for this purpose). The Interest Amount or portion thereof
not Transferred pursuant to this Paragraph will constitute Posted Collateral
in
the form of Cash and will be subject to the security interest granted under
Paragraph 2.
Paragraph
7. Events of Default
For
purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:
(i) that
party fails (or fails to cause its Custodian) to make, when due, any Transfer
of
Eligible Collateral, Posted Collateral or the Interest Amount, as applicable,
required to be made by it and that failure continues for two Local Business
Days
after notice of that failure is given to that party;
(ii) that
party fails to comply with any restriction or prohibition specified in this
Annex with respect to any of the rights specified in Paragraph 6(c) and that
failure continues for five Local Business Days after notice of that failure
is
given to that party; or
(iii) that
party fails to comply with or perform any agreement or obligation other than
those specified in Paragraphs 7(i) and 7(ii) and that failure continues for
30
days after notice of that failure is given to that party.
Paragraph
8. Certain Rights and Remedies
(a) Secured
Party’s Rights and Remedies.
If at
any time (1) an Event of Default or Specified Condition with respect to the
Pledgor has occurred and is continuing or (2) an Early Termination Date has
occurred or been designated as the result of an Event of Default or Specified
Condition with respect to the Pledgor, then, unless the Pledgor has paid in
full
all of its Obligations that are then due, the Secured Party may exercise one
or
more of the following rights and remedies:
6
(i) all
rights and remedies available to a secured party under applicable law with
respect to Posted Collateral held by the Secured Party;
(ii) any
other
rights and remedies available to the Secured Party under the terms of Other
Posted Support, if any;
(iii) the
right
to Set-off any amounts payable by the Pledgor with respect to any Obligations
against any Posted Collateral or the Cash equivalent of any Posted Collateral
held by the Secured Party (or any obligation of the Secured Party to Transfer
that Posted Collateral); and
(iv) the
right
to liquidate any Posted Collateral held by the Secured Party through one or
more
public or private sales or other dispositions with such notice, if any, as
may
be required under applicable law, free from any claim or right of any nature
whatsoever of the Pledgor, including any equity or right of redemption by the
Pledgor (with the Secured Party having the right to purchase any or all of
the
Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent
thereof) from the liquidation of the Posted Collateral to any amounts payable
by
the Pledgor with respect to any Obligations in that order as the Secured Party
may elect.
Each
party acknowledges and agrees that Posted Collateral in the form of securities
may decline speedily in value and is of a type customarily sold on a recognized
market, and, accordingly, the Pledgor is not entitled to prior notice of any
sale of that Posted Collateral by the Secured Party, except any notice that
is
required under applicable law and cannot be waived.
(b) Pledgor’s
Rights and Remedies.
If at
any time an Early Termination Date has occurred or been designated as the result
of an Event of Default or Specified Condition with respect to the Secured Party,
then (except in the case of an Early Termination Date relating to less than
all
Transactions (or Swap Transactions) where the Secured Party has paid in full
all
of its obligations that are then due under Section 6(e) of this
Agreement):
(i) the
Pledgor may exercise all rights and remedies available to a pledgor under
applicable law with respect to Posted Collateral held by the Secured
Party;
(ii) the
Pledgor may exercise any other rights and remedies available to the Pledgor
under the terms of Other Posted Support, if any;
(iii) the
Secured Party will be obligated immediately to Transfer all Posted Collateral
and the Interest Amount to the Pledgor; and
(iv) to
the
extent that Posted Collateral or the Interest Amount is not so Transferred
pursuant to (iii) above, the Pledgor may:
(A) Set-off
any amounts payable by the Pledgor with respect to any Obligations against
any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the
Secured Party (or any obligation of the Secured Party to Transfer that Posted
Collateral); and
7
(B) to
the
extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment
of any remaining amounts payable by the Pledgor with respect to any Obligations,
up to the Value of any remaining Posted Collateral held by the Secured Party,
until that Posted Collateral is Transferred to the Pledgor.
(c) Deficiencies
and Excess Proceeds.
The
Secured Party will Transfer to the Pledgor any proceeds and Posted Credit
Support remaining after liquidation, Set-off and/or application under Paragraphs
8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor
with respect to any Obligations; the Pledgor in all events will remain liable
for any amounts remaining unpaid after any liquidation, Set-off and/or
application under Paragraphs 8(a) and 8(b).
(d) Final
Returns.
When no
amounts are or thereafter may become payable by the Pledgor with respect to
any
Obligations (except for any potential liability under Section 2(d) of this
Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit
Support and the Interest Amount, if any.
Paragraph
9. Representations
Each
party represents to the other party (which representations will be deemed to
be
repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:
(i) it
has
the power to grant a security interest in and lien on any Eligible Collateral
it
Transfers as the Pledgor and has taken all necessary actions to authorize the
granting of that security interest and lien;
(ii) it
is the
sole owner of or otherwise has the right to Transfer all Eligible Collateral
it
Transfers to the Secured Party hereunder, free and clear of any security
interest, lien, encumbrance or other restrictions other than the security
interest and lien granted under Paragraph 2,
(iii) upon
the
Transfer of any Eligible Collateral to the Secured Party under the terms of
this
Annex, the Secured Party will have a valid and perfected first priority security
interest therein (assuming that any central clearing corporation or any
third-party financial intermediary or other entity not within the control of
the
Pledgor involved in the Transfer of that Eligible Collateral gives the notices
and takes the action required of it under applicable law for perfection of
that
interest); and
(iv) the
performance by it of its obligations under this Annex will not result in the
creation of any security interest, lien or other encumbrance on any Posted
Collateral other than the security interest and lien granted under Paragraph
2.
Paragraph
10. Expenses
(a) General.
Except
as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its
own
costs and expenses in connection with performing its obligations under this
Annex and neither party will be liable for any costs and expenses incurred
by
the other party in connection herewith.
8
(b) Posted
Credit Support.
The
Pledgor will promptly pay when due all taxes, assessments or charges of any
nature that are imposed with respect to Posted Credit Support held by the
Secured Party upon becoming aware of the same, regardless of whether any portion
of that Posted Credit Support is subsequently disposed of under Paragraph 6(c),
except for those taxes, assessments and charges that result from the exercise
of
the Secured Party’s rights under Paragraph 6(c).
(c) Liquidation/Application
of Posted Credit Support.
All
reasonable costs and expenses incurred by or on behalf of the Secured Party
or
the Pledgor in connection with the liquidation and/or application of any Posted
Credit Support under Paragraph 8 will be payable, on demand and pursuant to
the
Expenses Section of this Agreement, by the Defaulting Party or, if there is
no
Defaulting Party, equally by the parties.
Paragraph
11. Miscellaneous
(a) Default
Interest.
A
Secured Party that fails to make, when due, any Transfer of Posted Collateral
or
the Interest Amount will be obligated to pay the Pledgor (to the extent
permitted under applicable law) an amount equal to interest at the Default
Rate
multiplied by the Value of the items of property that were required to be
Transferred, from (and including) the date that Posted Collateral or Interest
Amount was required to be Transferred to (but excluding) the date of Transfer
of
that Posted Collateral or Interest Amount. This interest will be calculated
on
the basis of daily compounding and the actual number of days
elapsed.
(b) Further
Assurances.
Promptly
following a demand made by a party, the other party will execute, deliver,
file
and record any financing statement, specific assignment or other document and
take any other action that may be necessary or desirable and reasonably
requested by that party to create, preserve, perfect or validate any security
interest or lien granted under Paragraph 2, to enable that party to exercise
or
enforce its rights under this Annex with respect to Posted Credit Support or
an
Interest Amount or to effect or document a release of a security interest on
Posted Collateral or an Interest Amount.
(c) Further
Protection.
The
Pledgor will promptly give notice to the Secured Party of, and defend against,
any suit, action, proceeding or lien that involves Posted Credit Support
Transferred by the Pledgor or that could adversely affect the security interest
and lien granted by it under Paragraph 2, unless that suit, action, proceeding
or lien results from the exercise of the Secured Party’s rights under Paragraph
6(c).
(d) Good
Faith and Commercially Reasonable Manner.
Performance of all obligations under this Annex, including, but not limited
to,
all calculations, valuations and determinations made by either party, will
be
made in good faith and in a commercially reasonable manner.
(e) Demands
and Notices.
All
demands and notices made by a party under this Annex will be made as specified
in the Notices Section of this Agreement, except as otherwise provided in
Paragraph 13.
(f) Specifications
of Certain Matters.
Anything
referred to in this Annex as being specified in Paragraph 13 also may be
specified in one or more Confirmations or other documents and this Annex will
be
construed accordingly.
9
Paragraph
12. Definitions
As
used
in this Annex:
“Cash”
means
the lawful currency of the United States of America. “Credit
Support Amount”
has the
meaning specified in Paragraph 3. “Custodian”
has the
meaning specified in Paragraphs 6(b)(i) and 13. “Delivery
Amount”
has the
meaning specified in Paragraph 3(a). “Disputing
Party”
has the
meaning specified in Paragraph 5.
“Distributions”
means
with respect to Posted Collateral other than Cash, all principal, interest
and
other payments and distributions of cash or other property with respect thereto,
regardless of whether the Secured Party has disposed of that Posted Collateral
under Paragraph 6(c). Distributions will not include any item of property
acquired by the Secured Party upon any disposition or liquidation of Posted
Collateral or, with respect to any Posted Collateral in the form of Cash, any
distributions on that collateral, unless otherwise specified
herein.
“Eligible
Collateral”
means,
with respect to a party, the items, if any, specified as such for that party
in
Paragraph 13.
“Eligible
Credit Support”
means
Eligible Collateral and Other Eligible Support.
“Exposure”
means
for any Valuation Date or other date for which Exposure is calculated and
subject to Paragraph 5 in the case of a dispute, the amount, if any, that would
be payable to a party that is the Secured Party by the other party (expressed
as
a positive number) or by a party that is the Secured Party to the other party
(expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this
Agreement as if all Transactions (or Swap Transactions) were being terminated
as
of the relevant Valuation Time; provided, however, that Market Quotation will
be
determined by the Valuation Agent using its estimates at mid-market of the
amounts that would be paid for Replacement Transactions (as that term is defined
in the definition of “Market Quotation”).
“Independent
Amount”
means,
with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.
“Interest
Amount”
means,
with respect to an Interest Period, the aggregate sum of the amounts of interest
calculated for each day in that Interest Period on the principal amount of
Posted Collateral in the form of Cash held by the Secured Party on that day,
determined by the Secured Party for each such day as follows:
(x)
the
amount of that Cash on that day; multiplied by
(y)
the
Interest Rate in effect for that day; divided by
(z)
360.
“Interest
Period”
means
the period from (and including) the last Local Business Day on which an Interest
Amount was Transferred (or, if no Interest Amount has yet been Transferred,
the
Local Business Day on which Posted Collateral in the form of Cash was
Transferred to or received by the Secured Party) to (but excluding) the Local
Business Day on which the current Interest Amount is to be
Transferred.
10
“Interest
Rate”
means
the rate specified in Paragraph 13.
“Local
Business Day”
unless
otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment
in
clause (b) thereof will be deemed to include a Transfer under this
Annex.
“Minimum
Transfer Amount”
means,
with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.
“Notification
Time”
has the
meaning specified in Paragraph 13.
“Obligations”
means,
with respect to a party, all present and future obligations of that party under
this Agreement and any additional obligations specified for that party in
Paragraph 13.
“Other
Eligible Support”
means,
with respect to a party, the items, if any, specified as such for that party
in
Paragraph 13.
“Other
Posted Support”
means
all Other Eligible Support Transferred to the Secured Party that remains in
effect for the benefit of that Secured Party.
“Pledgor”
means
either party, when that party (i) receives a demand for or is required to
Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred
Eligible Credit Support under Paragraph 3(a).
“Posted
Collateral”
means
all Eligible Collateral, other property, Distributions, and all proceeds thereof
that have been Transferred to or received by the Secured Party under this Annex
and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or
6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount
or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will
constitute Posted Collateral in the form of Cash.
“Posted
Credit Support”
means
Posted Collateral and Other Posted Support.
“Recalculation
Date”
means
the Valuation Date that gives rise to the dispute under Paragraph 5; provided,
however, that if a subsequent Valuation Date occurs under Paragraph 3 prior
to
the resolution of the dispute, then the “Recalculation Date” means the most
recent Valuation Date under Paragraph 3.
“Resolution
Time”
has the
meaning specified in Paragraph 13.
“Return
Amount”
has the
meaning specified in Paragraph 3(b).
“Secured
Party”
means
either party, when that party (i) makes a demand for or is entitled to receive
Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to
hold
Posted Credit Support.
11
“Specified
Condition”
means,
with respect to a party, any event specified as such for that party in Paragraph
13.
“Substitute
Credit Support”
has the
meaning specified in Paragraph 4(d)(i).
“Substitution
Date”
has the
meaning specified in Paragraph 4(d)(ii).
“Threshold”
means,
with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.
“Transfer” means,
with respect to any Eligible Credit Support, Posted Credit Support or Interest
Amount, and in accordance with the instructions of the Secured Party, Pledgor
or
Custodian, as applicable:
(i) in
the
case of Cash, payment or delivery by wire transfer into one or more bank
accounts specified by the recipient;
(ii) in
the
case of certificated securities that cannot be paid or delivered by book-entry,
payment or delivery in appropriate physical form to the recipient or its account
accompanied by any duly executed instruments of transfer, assignments in blank,
transfer tax stamps and any other documents necessary to constitute a legally
valid transfer to the recipient;
(iii) in
the
case of securities that can be paid or delivered by book-entry, the giving
of
written instructions to the relevant depository institution or other entity
specified by the recipient, together with a written copy thereof to the
recipient, sufficient if complied with to result in a legally effective transfer
of the relevant interest to the recipient; and
(iv) in
the
case of Other Eligible Support or Other Posted Support, as specified in
Paragraph 13.
“Valuation
Agent”
has the
meaning specified in Paragraph 13.
“Valuation
Date”
means
each date specified in or otherwise determined pursuant to Paragraph
13.
“Valuation
Percentage”
means,
for any item of Eligible Collateral, the percentage specified in Paragraph
13.
“Valuation
time”
has the
meaning specified in Paragraph 13.
“Value”
means
for any Valuation Date or other date for which Value is calculated and subject
to Paragraph 5 in the case of a dispute, with respect to:
(i) Eligible
Collateral or Posted Collateral that is:
(A) Cash,
the
Amount thereof, and
12
(B) a
security, the bid price obtained by the Valuation Agent multiplied by the
applicable Valuation Percentage, if any;
(ii) Posted
Collateral that consists of items that are not specified as Eligible Collateral,
zero; and
(iii) Other
Eligible Support and Other Posted Support, as specified in Paragraph
13.
Paragraph
13.
13
Elections
and Variables
to
the ISDA Credit Support Annex
dated
as of May 30, 2007
between
Credit
Suisse International,
an
unlimited company incorporated
under
the laws of England and Wales
("Party
A")
|
and
|
XXXXX
FARGO BANK, N.A.
not in its individual or corporate capacity, but solely as the
Trust
Administrator, on behalf of the
TBW Mortgage-Backed Trust 2007-2 created
under the Pooling and Servicing Agreement in respect of
TBW Mortgage-Backed Pass Through Certificates Series
2007-2
("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 U.S. Treasury
Department
having a residual on such date of less than 1 year
|
100%
|
|
(C)
|
negotiable
debt obligations issued after 18 July 1984 by the U.S. Treasury
Department
having a residual maturity on such date equal to or greater than
1 year
but less than 5 years
|
97%
|
|
(D)
|
negotiable
debt obligations issued after 18 July 1984 by the U.S. Treasury
Department
having a residual maturity on such date equal to or greater than
5 years
but less than 10 years
|
95%
|
|
(E)
|
(1)
Agency Securities having a remaining stated maturity of up 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.
|
97%
|
|
(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 may from
time to
time specify in writing as qualifying as Eligible Collateral for
the
purpose of this Annex (provided that any such assets shall cease
to
qualify as Eligible Collateral if such other party subsequently
specifies
in writing that they shall no longer qualify as Eligible Collateral).
For
the avoidance of doubt there are no other assets which, as of the
date of
this Annex, qualify as Eligible Collateral for either
party.
|
Such
percentage as shall, from time to time, be specified by the other
party as
applying to such Eligible
Collateral.
|
(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: Zero and Party B: Not
Applicable.
|
(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 at least one 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
|
|
- Additional
Termination Event(s):
|
|||
An
event which, with the giving of notice or the passage of time,
or both,
would constitute one or more of the foregoing events
|
|||
(1)
Termination of Trust
|
X
|
||
(2)
Counterparty Rating Agency Downgrade
|
X
|
||
(3)
Regulation AB 10% Disclosure Requirement
|
X
|
||
(4)
Regulation AB 20% Disclosure Requirement
|
X
|
(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 Companies, 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; and
(3) Party
B
is not a Defaulting Party.
(ii) Use
of Posted Collateral
The
provisions of Paragraph 6(c)(i) will not apply to Party B. Therefore,
Party B will not have any of the rights specified in Paragraphs
6(c)(i).
|
(h)
|
Distributions
and Interest Amount.
|
(i) Interest
Rate.
The
"Interest
Rate"
will be,
the effective rate for Federal Funds, as published on Telerate Page 118,
provided that if, for any reason, Telerate Page 118 should be unavailable
the
Interest Rate shall be such rate as the Secured Party shall reasonably
determine.
(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:
|
x00
00 0000 0000
|
Facsimile:
|
x00
00 0000 0000
|
Attention:
|
Collateral
Management Unit
|
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:
Xxxxx
Fargo Bank, N.A.
ABA
000-000-000
Account
Name: Corporate Trust Clearing
Account
Number: 0000000000
FFC:
53155801,
TBW 2007-2 Interest Rate Cap Account
(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 "seven 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 Paragraph 6(c)(ii) and Paragraph
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 provided that if
the
Posted Collateral is book-entry securities, the Custodian shall be entitled
to
have such securities registered in its name.
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
|
XXXXX
FARGO BANK, N.A. not in its individual or corporate capacity, but
solely
as the Trust Administrator, on behalf of the TBW Mortgage-Backed
Trust
2007-2 created under the Pooling and Servicing Agreement in respect
of TBW
Mortgage-Backed Pass Through Certificates Series
2007-2
|
By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx
Xxxxxxx
Title:
Authorized
Signatory
Date:
|
By: /s/
Xxxxx X Xxxxxx
Name:
Xxxxx
X Xxxxxx
Title:
Vice
President
Date:
5/30/07
|