Exhibit 99.5
EXECUTION COPY
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Date: January 31, 2007
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-2AX From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
REFERENCE NUMBER: FS0KQ
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The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Swap Transaction entered into on the Trade Date
specified below (the "Transaction") between Xxxxxx Xxxxxxx Capital Services
Inc. ("Party A") and Xxxxx Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-2AX ("Party B") pursuant
to the Pooling and Servicing Agreement (the "PSA"), dated as of January 1,
2007, among Xxxxxx Xxxxxxx Capital I Inc. (the "Depositor"), the Securities
Administrator as master servicer and securities administrator and LaSalle Bank
National Association as trustee (the "Trustee").
The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions"), as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the event of
any inconsistency between the Definitions and this Confirmation, this
Confirmation will govern. Terms capitalized but not defined in this
Confirmation (including the Definitions) have the meanings attributed to them
in the PSA.
This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the ISDA Master Agreement dated
as of January 31, 2007, as amended and supplemented from time to time (the
"Agreement"), between Party A and Party B. All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
1. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Notional Amount:........................ With respect to any Calculation Period, the
lesser of (a) the product of the Notional
Balance and the Multiplier, each as set forth
for such Calculation Period in Schedule I
attached hereto and (b) the aggregate Class
Principal Balance of the LIBOR Certificates
immediately prior to the related Distribution
Date (as such terms are defined in the PSA).
Trade Date:............................. January 23, 2007
Effective Date:......................... January 31, 2007
Termination Date:....................... October 25, 2011, subject to adjustment in
accordance with the Business Day Convention
Fixed Amounts:
Fixed Rate Payer:............... Party B
1
Fixed Rate Payer Payment Dates:.. The 25th calendar day of each month during the
Term of this Transaction, commencing January
25, 2008 and ending on the Termination Date,
subject to adjustment in accordance with the
Business Day Convention
Fixed Rate Payer Period End The 25th calendar day of each month during
Dates:........................ the Term of this Transaction, commencing
January 25, 2008 and ending on the Termination
Date, subject to No Adjustment.
For the avoidance of doubt, the initial
Calculation Period will accrue from and
including December 25, 2007 to but excluding
January 25, 2008 and that the final
Calculation Period will accrue from and
including September 25, 2011 to but excluding
the Termination Date.
Fixed Rate:..................... 5.00% per annum
Fixed Amount:................... To be determined in accordance with the
following formula:
Fixed Rate * Notional Amount * Fixed Rate
Day Count Fraction.
Fixed Rate Day Count Fraction:.. 30/360
Floating Amounts:
Floating Rate Payer:............ Party A
Floating Rate Payer Payment Early Payment shall be applicable. For each
Dates:........................ Calculation Period, the Floating Rate Payer
Payment Date shall be the first Business Day
prior to the related Floating Rate Payer
Period End Date.
Floating Rate Payer Period End The 25th calendar day of each month during
Dates:........................ the Term of this Transaction, commencing
January 25, 2008 and ending on the Termination
Date, subject to adjustment in accordance with
the Business Day Convention.
For the avoidance of doubt, the initial
Calculation Period will accrue from and
including December 25, 2007 to but excluding
January 25, 2008 and that the final
Calculation Period will accrue from and
including September 25, 2011 to but excluding
the Termination Date.
Floating Rate Option:........... USD-LIBOR-BBA
Floating Amount:................ To be determined in accordance with the
following formula:
Floating Rate * Notional Amount *Floating Rate
Day
2
Count Fraction.
Designated Maturity:............ One month
Floating Rate Day Count Fraction: Actual/360
Reset Dates:.................... The first day of each Calculation Period.
Compounding:.................... Inapplicable
Business Days:.................. New York
Business Day Convention:........ Following
Amendment to Section 2(c) of the Notwithstanding anything to the contrary
Agreement: in Section 2(c) of the Agreement, amounts
that are payable with respect to Calculation
Periods which end in the same calendar month
(prior to any adjustment of period end dates)
shall be netted, as provided in Section 2(c)
of the Agreement, even if such amounts are not
due on the same payment date. For avoidance of
doubt any payments pursuant to Section 6(e) of
the Agreement shall not be subject to netting.
2. Account Details and Settlement Information:
Payments to Party A:
Citibank, New York
ABA No.: 021 000 089
Account No.: 4072-4601
Account Name: Xxxxxx Xxxxxxx Capital Services Inc.
Payments to Party B:
Xxxxx Fargo Bank, National Association
ABA No. 000-000-000
Account Name: Corporate Trust Clearing
Account No. 0000000000 for further credit to 50981301,
MSM 2007-2AX
Ref: MSM 2007-2AX
3. Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and delivered by
Xxxxx Fargo Bank, National Association, not in its individual capacity
but solely as Securities Administrator on behalf of the Trustee under
the PSA in the exercise of the powers and authority conferred to and
vested in it thereunder, (ii) each of the representations, undertakings
and agreements herein made on behalf of the trust created under the PSA
is made and intended not as personal representation, undertaking or
agreement of the Securities Administrator, but is made and intended for
the purpose of binding only such trust and (iii) under no circumstances
shall Xxxxx Fargo Bank, National Association in its individual capacity
be personally liable for the payment of any indebtedness or expenses or
be personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under this
Confirmation.
3
We are very pleased to have entered into this Transaction with you and we look
forward to completing other transactions with you in the near future.
Very truly yours,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ XXXXX X. XXXXX
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Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
Party B, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual capacity but solely
as Securities Administrator on behalf of XXXXXX
XXXXXXX MORTGAGE LOAN TRUST 2007-2AX
By: /s/ XXXXXX XXXX
---------------------------------
Name: XXXXXX XXXX
Title: VICE PRESIDENT
4
SCHEDULE I
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Swap Agreement Schedule
Notional
Distribution Dates Balance ($) Multiplier
----------------------------- ------------- ----------
January 25, 2008............. 46,344,652.78 10.00
February 25, 2008............ 44,960,145.00 10.00
March 25, 2008............... 43,595,168.13 10.00
April 25, 2008............... 42,298,499.24 10.00
May 25, 2008................. 41,010,717.52 10.00
June 25, 2008................ 39,789,954.02 10.00
July 25, 2008................ 38,526,613.57 10.00
August 25, 2008.............. 37,378,806.63 10.00
September 25, 2008........... 36,231,447.43 10.00
October 25, 2008............. 35,069,160.22 10.00
November 25, 2008............ 33,740,776.26 10.00
December 25, 2008............ 32,733,681.54 10.00
January 25, 2009............. 31,756,167.63 10.00
February 25, 2009............ 30,807,366.16 10.00
March 25, 2009............... 29,886,434.29 10.00
April 25, 2009............... 28,992,553.88 10.00
May 25, 2009................. 28,124,930.80 10.00
June 25, 2009................ 27,282,794.24 10.00
July 25, 2009................ 26,465,395.98 10.00
August 25, 2009.............. 25,672,009.77 10.00
September 25, 2009........... 24,788,577.46 10.00
October 25, 2009............. 23,228,555.30 10.00
November 25, 2009............ 21,425,212.83 10.00
December 25, 2009............ 20,780,104.86 10.00
January 25, 2010............. 20,153,945.78 10.00
February 25, 2010............ 19,546,179.33 10.00
March 25, 2010............... 19,131,608.15 10.00
April 25, 2010............... 18,569,172.63 10.00
May 25, 2010................. 18,018,591.88 10.00
June 25, 2010................ 17,488,851.16 10.00
July 25, 2010................ 16,974,672.34 10.00
August 25, 2010.............. 16,475,598.56 10.00
September 25, 2010........... 15,991,186.35 10.00
October 25, 2010............. 15,521,005.27 10.00
November 25, 2010............ 15,064,637.49 10.00
December 25, 2010............ 14,621,677.47 10.00
January 25, 2011............. 14,191,731.55 10.00
February 25, 2011............ 13,774,417.62 10.00
March 25, 2011............... 13,360,345.93 10.00
April 25, 2011............... 12,967,471.27 10.00
May 25, 2011................. 12,564,071.41 10.00
June 25, 2011................ 12,185,367.00 10.00
July 25, 2011................ 11,805,401.68 10.00
August 25, 2011.............. 11,403,255.88 10.00
September 25, 2011........... 10,641,217.92 10.00
October 25, 2011............. 3,949,897.41 10.00
November 25, 2011
and thereafter.............. 0.00 0.00
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