EXECUTION VERSION
SCHEDULE
to the
Master Agreement
(Multicurrency - Cross Border)
dated as of February 8, 2008
between
and Deutsche Bank Trust Company Americas, not in its
individual capacity but solely as Supplemental Interest
Credit Suisse International Trust Trustee on behalf of the Supplemental Interest Trust
with respect to the RALI Series 2008-QR1 Trust, Mortgage
Asset-Backed Pass-Through Certificates, Series 2008-QR1
_______________________________________ _________________________________________
("Party A") ("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. Specified Transaction will have the meaning specified in Section 14.
(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 not apply to Party A or Party B.
Section 5(a)(iii) (Credit Support Default) will not apply to Party A or Party B.
Section 5(a)(iv) (Misrepresentation) will not apply to Party A or 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 not apply to Party A or Party B.
Section 5(a)(vii) (Bankruptcy) will apply to Party A and Party B; provided that in respect of Party B,
(i) clause (2) thereof shall not apply, (ii) clause (3) thereof shall not apply to any assignment,
arrangement, or composition that is effected by or pursuant to the Trust Agreement, (iii) clause (4)
thereof shall not apply to Party B to the extent that the relevant proceeding is instituted by Party A
in breach of Party A's agreement in Part 5(d) of this Schedule, (iv) the words "seeks or" shall be
deleted from clause (6) thereof and any appointment that is effected by or pursuant to the Trust
Agreement and/or any other document pertaining thereto (collectively with the Trust Agreement, the
"Transaction Documents") shall not constitute an Event of Default under such clause (6), (v) clause (7)
thereof shall not apply, (vi) clause (8) thereof shall apply only to the extent not inconsistent with
clauses (i) to (v) of this sentence and (vii) clause (9) thereof shall not apply.
Section 5(a)(viii) (Merger Without Assumption) will apply to Party A and will apply to Party B.
(d) Termination Events. The following Termination Events will apply to the parties as specified below:
Section 5(b)(i) (Illegality) will apply to Party A and Party B.
Section 5(b)(ii) (Tax Event) will apply to Party A and Party B.
Section 5(b)(iii) (Tax Event Upon Merger) will apply to Party A and Party B.
Section 5(b)(iv) (Credit Event Upon Merger) will not apply to Party A or 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 Events. The following Additional Termination Events will apply, in each case
with respect to Party B as the sole Affected Party (unless otherwise provided below):
(i) The actual termination of the Trust pursuant to Article VI of the Trust Agreement, provided,
however, that notwithstanding Section 6(b)(iv) of this Agreement, either party may designate an
Early Termination Date, which shall be the final Distribution Date, in respect of this
Additional Termination Event.
(ii) Upon the occurrence of a Swap Disclosure Event (as defined in Part 5(r) below) Party A has not,
within 10 days after such Swap Disclosure Event, complied with any of the provisions set forth
in Part 5(r)(iii) below. For all purposes of this Agreement, Party A shall be the sole Affected
Party with respect to the occurrence of an Additional Termination Event described in this Part
1(h)(ii).
Part 2
Tax Representations
(a) Payer Tax Representations. For the purpose of Section 3(e), Party A 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/ Certificate Date by which to be delivered
deliver document
_____________________________________________________________________________________________________________________
Party A U.S. Internal Revenue (i) Before the first Payment Date under this Agreement,
Service Form W-8IMY or any such form to be updated at the beginning of each succeeding
successor forms thereto 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 Form/Document/ Certificate Date by which to be delivered Covered by
to deliver Section 3(d)
document Representation
_____________________________________________________________________________________________________________________
Party A and Certified copy of the board of directors Concurrently with the execution Yes
Party B resolution (or equivalent authorizing and delivery of this Agreement.
documentation) which sets forth the authority
of each signatory to this Agreement and each
Credit Support Document (if any) signing on
its behalf and the authority of such party to
enter into Transactions contemplated and
performance of its obligations hereunder.
_____________________________________________________________________________________________________________________
Party A and Incumbency certificate (or, if available, the Concurrently with the execution Yes
Party B current authorized signature book or and delivery of this Agreement
equivalent authorizing documentation) unless previously delivered and
specifying the names, titles, authority and still in full force and effect.
specimen signatures of the persons authorized
to execute this Agreement which sets forth
the specimen signatures of each signatory to
this Agreement, each Confirmation and each
Credit Support Document (if any) signing on
its behalf.
_____________________________________________________________________________________________________________________
Party A An opinion of counsel to such party as to the Concurrently with the execution No
enforceability of this Agreement that is and delivery of this Agreement.
reasonably satisfactory in form and substance
to the other party.
_____________________________________________________________________________________________________________________
Party B An opinion of counsel to Party B, as to the Upon execution of this No
enforceability of this Agreement against Agreement.
Party B.
_____________________________________________________________________________________________________________________
Party B A duly executed copy of each of the Promptly upon finalizing this Yes
Transaction Documents. Agreement.
_____________________________________________________________________________________________________________________
Part 4
Miscellaneous
(a) Addresses for Notices. For the purposes of Section 12(a) of this Agreement:
Party A:
(1) Address for notices or communications to Party A (other than by facsimile):-
Address: One Cabot Square Attention: (1) Head of Credit Risk Management;
Xxxxxx X00 0XX (2) Managing Director -
England Operations Department;
(3) Managing Director - Legal Department
Telex No.: 264521 Answerback: CSI G
(For all purposes)
(2) For the purpose of facsimile notices or communications under this Agreement (other than a
notice or communication under Section 5 or 6):-
Facsimile No.: 44 20 7888 2686
Attention: Managing Director - Legal Department
Telephone number for oral confirmation of receipt of facsimile in legible form: 44 20 7888 2028
Designated responsible employee for the purposes of Section 12(a)(iii): Senior Legal Secretary
Party B:
Address for notices or communications to Party B:
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000-0000
Attention: Trust Administration - RF08R1
Facsimile: 000-000-0000
Phone: 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; provided, however, that if an Event of Default
shall have occurred with respect to Party A, Party B shall have the right to appoint as Calculation
Agent a third party, reasonably acceptable to Party A, the cost for which shall be borne by Party A.
(f) Credit Support Document. None
(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 New York
General Obligations Law Sections 5-1401 and 5-1402. Each party hereby submits to the jurisdiction of the
Courts of the State of New York.
(i) Netting of Payments. Section 2(c)(ii) of this Agreement will apply to the Transactions.
(j) Affiliate. Affiliate will have the meaning specified in Section 14 of this Agreement, provided,
however, that Party A shall be deemed to have no Affiliates for purposes of Section 3(c) of this
Agreement and Party B shall be deemed to have no Affiliates.
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 Trust Agreement. In the event of any
inconsistency between the terms of this Agreement and the terms of the Trust Agreement, this Agreement
will govern. For the avoidance of doubt, references herein to a particular "Section" of this Agreement
are references to the corresponding sections of the Master Agreement.
References to the "Trust Agreement" are to the Trust Agreement, dated as of February 8, 2008 between
Residential Accredit Loans, Inc., an affiliate of Residential Funding Company, LLC, as the Depositor,
Residential Funding Company, LLC, as the Certificate Administrator and Deutsche Bank Trust Company
Americas as Trustee and Supplemental Interest Trust Trustee.
(b) 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 such term is defined in
Section 35.1 (b) (2) of the regulations (17 C.F.R. 35) promulgated under and as defined in section
1a(12) of the U.S. Commodity Exchange Act, as amended.
(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. 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) Capacity. Party A represents to Party B on the date on which Party A enters into this
Agreement that it is entering into the Agreement and the Transaction as principal and not as agent
of any person. Party B represents to Party A on the date on which Party B enters into this
Agreement it is entering into the Agreement and the Transaction in its capacity as Supplemental
Interest Trust Trustee.
(2) Non-Reliance. Party A is acting for its own account and with respect to Party B, the
Supplemental Interest Trust Trustee is executing this Agreement as supplemental interest trust
trustee on behalf of the Supplemental Interest Trust. Party A 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. Party B has been directed to enter into the Transaction pursuant to the Trust
Agreement. 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. Party A 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. Party B has been
directed to enter into the Transaction pursuant to the Trust Agreement. 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.
(c) Section 4 is hereby amended by adding the following new agreement:
Actions Affecting Representations. (i) Party B agrees not to take any action during the term of this
Agreement or any Transaction hereunder that renders or could render any of the representations and
warranties in this Agreement untrue, incorrect, or incomplete, and, (ii) if any event or condition
occurs that renders or could render any such representation untrue, incorrect, or incomplete, Party B
will immediately upon obtaining actual knowledge of such event or condition give written notice thereof
to Party A.
(d) Proceedings. Party A shall not institute against, or cause any other person to institute against, or
join any other person in instituting against the Trust, Party B or the Supplemental Interest Trust any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings
under any federal or state bankruptcy, dissolution or similar law, for a period of one year and one day,
or if longer the applicable preference period then in effect, following payment in full of the
Certificates. 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, Party
B or the Supplemental Interest Trust, as applicable, or (B) any involuntary insolvency proceeding filed
or commenced by a Person other than Party A, (ii) from commencing against the Trust, Party B or the
Supplemental Interest Trust any legal action which is not a bankruptcy, reorganization, arrangement,
insolvency, moratorium, liquidation or similar proceeding, or (iii) from taking any action (not
otherwise mentioned in this paragraph) which will prevent an impairment of any right afforded to it
under the Trust Agreement as a third party beneficiary. This provision shall survive termination of
this Agreement.
(e) Supplemental Interest Trust Trustee Capacity. It is expressly understood and agreed by the parties
hereto that (i) this Agreement is executed and delivered by Deutsche Bank Trust Company Americas
("DBTCA"), not individually or personally, but solely as Supplemental Interest Trust Trustee of the
Supplemental Interest Trust under the Trust Agreement pursuant to which the Supplemental Interest Trust
was formed, in the exercise of the powers and authority conferred upon and vested in it, and pursuant to
instructions set forth therein, (ii) DBTCA has been directed pursuant to the Trust Agreement to enter
into this Agreement and to perform its obligations hereunder, (iii) each of the representations,
undertakings and agreements herein made on the part of Party B is made and intended not as personal
representations, undertakings or agreements of DBTCA, but is made and intended solely for the purpose of
binding only the Supplemental Interest Trust, (iv) nothing contained herein shall be construed as
imposing any liability upon DBTCA, individually or personally, to perform any covenant, either express
or implied, contained herein (including, for the avoidance of doubt, any liability, individually or
personally, for any failure or delay in making a payment hereunder to Party A due to any failure or
delay in receiving amounts held in the account held by the Supplemental Interest Trust created pursuant
to the Trust Agreement) and all such liability, if any, is hereby expressly waived by the parties hereto
and by any Person claiming by, through or under the parties hereto and such waiver shall bind any third
party making a claim by or through one of the parties hereto, and (v) under no circumstances shall DBTCA
be personally 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 Agreement or any related documents, as to all of which recourse shall be had solely to the
assets of the Supplemental Interest Trust in accordance with the Trust Agreement.
(f) 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"
(g) No Set-off. Except as expressly provided for in Section 2(c) or Section 6 hereof, and notwithstanding
any other provision of this Agreement or any other existing or future agreement, each party irrevocably
waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other party hereunder against any
obligation between it and the other party under any other agreements. Section 6(e) shall be amended by
deleting the following sentence: "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.".
(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(k)
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 Party B; (ii) the selection of any person performing services for or acting on behalf of Party
B; (iii) the selection of Party A as the counterparty; (iv) the terms of the Certificates; (v) the
preparation of or passing on the disclosure and other information contained in any offering document for
the Certificates, the Trust Agreement, or any other agreements or documents used by Party B or any other
party in connection with the marketing and sale of the Certificates (other than information provided in
writing by Party A for purposes of the disclosure document relating to the Certificates); (vi) the
ongoing operations and administration of Party B, including the furnishing of any information to Party B
which is not specifically required under this Agreement or the Trust Agreement; or (vii) any other
aspect of Party B's existence.
(j) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the second line of subparagraph (i)
thereof the word "non-": and (ii) deleting the final paragraph thereof.
(k) Limited Recourse. The liability of Party B in relation to this Agreement and any Confirmation hereunder
is limited in recourse to the assets of Party B and payments of interest proceeds and principal proceeds
thereon applied in accordance with the terms of the Trust Agreement. Upon application of all of the
assets of Party B (and proceeds thereon) in accordance with the Trust Agreement, Party A shall not be
entitled to take any further steps against Party B to recover any sums due but still unpaid hereunder or
thereunder, all claims in respect of which shall be extinguished and shall not revive nor be
reinstated. It is understood that the foregoing provisions shall not (i) prevent recourse against Party
B for the sums due or to become due under any security, instrument or agreement of Party B (subject to
the priority of payments set forth in the Trust Agreement) or (ii) constitute a waiver, release or
discharge of any obligation of Party B arising under this Agreement until the proceeds have been applied
in accordance with the Trust Agreement.
(l) Waiver of Jury Trial. 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 certifies (i) 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.
(m) Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading
and marketing personnel of the parties and their Affiliates in connection with this Agreement or any
potential transaction and (ii) if applicable, agrees to obtain any necessary consent of, and give notice
of such recording to, such personnel of it and its Affiliates.
(n) Severability. If any term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be illegal, invalid or unenforceable (in whole or
in part) for any reason, the remaining terms, provisions, covenants and conditions hereof shall continue
in full force and effect as if this Agreement had been executed with the illegal, invalid or
unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter of this Agreement and
the deletion of such portion of this Agreement will not substantially impair the respective benefits or
expectations of the parties to this Agreement.
(o) Escrow Payments. If (whether by reason of the time difference between the cities in which payments or
deliveries are to be made or otherwise) it is not possible for simultaneous payments or deliveries to
be made on any date on which both parties are required to make payments or deliveries hereunder, either
party may at its option and in its sole discretion notify the other party (Section 2(b) of this
Agreement notwithstanding) that payments or deliveries on that date are to be made in escrow (such party
being the "Appointing Party"). In this case, deposit of the payment or delivery due earlier on that
date will be made by 2.00 pm (local time at the place for the earlier payment or delivery) on that date
with an escrow agent selected by the Appointing Party, accompanied by irrevocable payment or delivery
instructions (i) to release the deposited payment or delivery to the intended recipient upon receipt by
the escrow agent of the required deposit of the corresponding payment or delivery from the other party
on the same date accompanied by irrevocable payment or delivery instructions to the same effect, or (ii)
if the required deposit of the corresponding payment or delivery is not made on that same date, to
return the payment or delivery deposited to the party that paid or delivered it into escrow. The
Appointing Party will pay all costs of the escrow arrangements. The Appointing Party will bear the risk
of any failure of the entity it nominates to be its escrow agent to fully and promptly perform the
obligations of such escrow agent as contemplated in this Part 5(s) Any amounts payable or deliveries to
be made under this Agreement by the Appointing Party which are not received by the other party hereto on
the due date will remain due and payable or to be made by the Appointing Party as of such date (assuming
timely payment or delivery on the due date of amounts payable or deliveries to be made by the other
party hereto). Any amounts or deliveries due from the other party, which have been paid or delivered to
the escrow agent in accordance with this Part 5(s) (and any instructions in connection therewith given
to the other party by the Appointing Party) shall be treated as having been paid or delivered by such
other party and received by the Appointing Party as of the date on which they were paid or delivered to
the Appointing Party's escrow agent. The Appointing Party shall cause the escrow arrangements to
provide that the other party shall be entitled to interest on any payment due to be deposited first for
each day in the period of its deposit at the rate offered by the escrow agent for that day for overnight
deposits in the relevant currency in the office where it holds that deposited payment (at 11:00 a.m.
local time on that day) if that payment is not released by to the other party 5:00 p.m. local time on
the date it is deposited for any reason other than the intended recipient's failure to make the escrow
deposit it is required to make under this paragraph in a timely fashion.
(p) Safe Harbors. Each party to this Agreement acknowledges that:
(i) This Agreement, including any Credit Support Document, is a "master netting agreement" as
defined in the U.S. Bankruptcy Code (the "Code"), and this Agreement, including any Credit
Support Document, and each Transaction hereunder is of a type set forth in Section 561(a)(1)-(5)
of the Code;
(ii) Party A is a "master netting agreement participant" and a "swap participant" as defined in the
Code;
(iii) The remedies provided herein, and in any Credit Support Document, are the remedies referred to
in Section 561(a), Sections 362(b)(6), (7), (17) and (27), and Section 362(o) of the Code;
(iv) All transfers of cash, securities or other property under or in connection with this Agreement,
any Credit Support Document or any Transaction hereunder are "margin payments", "settlement
payments" and/or "transfers" under Sections 546(e), (f), (g) or (j), and under Section 548(d)(2)
of the Code; and
(v) Each obligation under this Agreement, any Credit Support Document or any Transaction hereunder
is an obligation to make a "margin payment", "settlement payment" and/or "payment" within the
meaning of Sections 362, 560 and 561 of the Code.
(q) Limitation on Events of Default. Notwithstanding the terms of Sections 5 and 6 of this Agreement, if at
any time and so long as Party B has satisfied in full all its payment obligations under Section 2(a)(i)
of this Agreement and has at the time no future payment obligations, whether absolute or contingent,
under such Section, then unless Party A is required pursuant to appropriate proceedings to return to
Party B or otherwise returns to Party B upon demand of Party B any portion of such payment, the
occurrence of an event described in Section 5(a)(i) of this Agreement with respect to Party B shall not
constitute an Event of Default or Potential Event of Default with respect to Party B as Defaulting
Party.
(r) Compliance with Regulation AB
(i) Party A agrees and acknowledges that it is required under Regulation AB under the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act")
("Regulation AB"), to disclose certain information regarding Party A or its group of affiliated
entities, if applicable, depending on the aggregate "significance percentage" of the Transaction
under this Agreement and any other derivative contracts between Party A or its group of
affiliated entities, if applicable, and Party B, as calculated from time to time in accordance
with Item 1115 of Regulation AB.
(ii) It shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day during the
term of the Transaction hereunder, the Certificate Administrator requests (in writing) from
Party A the applicable financial information described in Item 1115 of Regulation AB (such
request to be based on a reasonable determination by the Certificate Administrator, in good
faith, that such information is required under Regulation AB as a result of the aggregate
"significance percentage" exceeding 10%) (the "Swap Financial Disclosure").
(iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide
to the Certificate Administrator the Swap Financial Disclosure, (b) secure another entity to
replace Party A as party to this Agreement on terms substantially similar to this Agreement and
which entity is able to comply with the financial information disclosure requirements of Item
1115 of Regulation AB or (c) obtain a guaranty of the Party A's obligations under this Agreement
from an affiliate of the 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 with respect to the
Counterparty, and cause such affiliate to provide Swap Financial Disclosure. If permitted by
Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by
reference from reports filed pursuant to the Exchange Act.
IN WITNESS WHEREOF, the parties have executed this document by their duly authorized officers with effect from
the date so specified on the first page hereof.
Credit Suisse InternationalDeutsche Bank Trust Company Americas, not in its individual
capacity but solely as Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust
with respect to the RALI Series 2008-QR1 Trust,
Mortgage Asset-Backed Pass-Through Certificates,
Series 2008-QR1
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signer
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Authorized Signatory
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signer
CREDIT SUISSE INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxxxx-xxxxxx.xxx
Novation Confirmation
Date: 08 February 2008
To: Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Supplemental Interest
Trust Trustee on behalf of the Supplemental Interest Trust with respect to the RALI Series 2008-QR1 Trust,
Mortgage Asset-Backed Pass-Through Certificates, Series 2008-QR1
To: Credit Suisse Management LLC
From: Credit Suisse International ("CSIN")
Re: Novation Transaction
External ID: 53346268NOV
___________________________________________________________________________________________________________________
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: 08 February 2008
Novated Amount: USD 75,000,000.00, subject to amortization as set
out in the Additional Terms
Transferor: Credit Suisse Management LLC
Transferee: Deutsche Bank Trust Company Americas, not in its
individual capacity but solely as Supplemental
Interest Trust Trustee on behalf of the
Supplemental Interest Trust with respect to the
RALI Series 2008-QR1 Trust, Mortgage Asset-Backed
Pass-Through Certificates, Series 2008-QR1
Remaining Party: Credit Suisse International
New Agreement (between Transferee and Remaining 1992 ISDA Master Agreement (Multicurrency - Cross
Party): Border) dated as of
08 February 2008
3. The terms of the Old Transaction to which this Novation Confirmation relates, for
identification purposes, are as follows:
Trade Date of Old Transaction: 07 January 2008
Effective Date of Old Transaction: 08 February 2008
Termination Date of Old Transaction: 25 January 2012
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.
It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by
Deutsche Bank Trust Company Americas ("DBTCA"), not individually or personally, but solely as Supplemental
Interest Trust Trustee of the Supplemental Interest Trust under the Trust Agreement pursuant to which the
Supplemental Interest Trust was formed, in the exercise of the powers and authority conferred upon and vested in
it, and pursuant to instructions set forth therein, (ii) DBTCA has been directed pursuant to the Trust Agreement
to enter into this Agreement and to perform its obligations hereunder, (iii) each of the representations,
undertakings and agreements herein made on the part of Party B is made and intended not as personal
representations, undertakings or agreements of DBTCA, but is made and intended solely for the purpose of binding
only the Supplemental Interest Trust, (iv) nothing contained herein shall be construed as imposing any liability
upon DBTCA, individually or personally, to perform any covenant, either express or implied, contained herein
(including, for the avoidance of doubt, any liability, individually or personally, for any failure or delay in
making a payment hereunder to Party A due to any failure or delay in receiving amounts held in the account held
by the Supplemental Interest Trust created pursuant to the Trust Agreement) and all such liability, if any, is
hereby expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto
and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (v) under
no circumstances shall DBTCA be personally 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 Agreement or any related documents, as to all of which recourse shall be had solely to the
assets of the Supplemental Interest Trust in accordance with the Trust Agreement.
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/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Hrniuk
Title: Authorized Signatory
Credit Suisse Management LLC
By: /s/ Xxxxxxx Xxxxx-Xxxxxx
Name: Xxxxxxx Xxxxx-Xxxxxx
Title: Assistant Vice President, Complex Product Support
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust with respect to the RALI Series 2008-QR1 Trust, Mortgage
Asset-Backed Pass-Through Certificates, Series 2008-QR1
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Xxxxxx
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Xxxxxx
Our Reference No: External ID: 53346268NOV / Risk ID: 448197157 & 448197181
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.
CREDIT SUISSE INTERNATIONAL
One Cabot Square, Telephone 000 0000 0000
Xxxxxx X00 0XX xxx.xxxxxx-xxxxxx.xxx
08 February 2008
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust with respect to the RALI Series 2008-QR1 Trust, Mortgage
Asset-Backed Pass-Through Certificates, Series 2008-QR1
External ID: 53346268N3
___________________________________________________________________________________________________________________
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 Deutsche Bank Trust Company
Americas, not in its individual capacity but solely as Supplemental Interest Trust Trustee on behalf of the
Supplemental Interest Trust with respect to the RALI Series 2008-QR1 Trust, Mortgage Asset-Backed Pass-Through
Certificates, Series 2008-QR1.
1. The definitions and provisions contained in the 2006 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 8 February 2008 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 75,000,000.00, subject to amortization as set out in
the Additional Terms
Trade Date: 07 January 2008
Effective Date: 08 February 2008
Termination Date: 25 January 2012, subject to adjustment in accordance with
the Following Business Day Convention
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date: 08 February 2008
Fixed Amount: USD 195,000
Floating Amounts:
Floating Amount
Payer: CSIN
Floating Rate
Payer Period End Dates: The 25th of each month, commencing on 25 February 2008,
and ending on the Termination Date, inclusive, using No
Adjustment to Period End Dates
Floating Rate Payer
Payment Dates: One Business Day prior to the Floating Rate Payer Period
End Dates
Cap Rate: 4.60 %
Initial Calculation Period: From and including 08 February 2008 up to but excluding
the Floating Rate Period End Date scheduled to occur on 25
February 2008.
Floating Rate Option: USD-LIBOR-BBA, subject to maximum rate of 6.10 %
Designated Maturity: 1 month
Spread: None
Floating Rate
Day Count Fraction: 30/360
Reset Dates: 08 February 2008 in respect of the Initial Floating Rate
Payer Calculation Period and the first day of each
subsequent 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.
It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by
Deutsche Bank Trust Company Americas ("DBTCA"), not individually or personally, but solely as Supplemental
Interest Trust Trustee of the Supplemental Interest Trust under the Trust Agreement pursuant to which the
Supplemental Interest Trust was formed, in the exercise of the powers and authority conferred upon and vested in
it, and pursuant to instructions set forth therein, (ii) DBTCA has been directed pursuant to the Trust Agreement
to enter into this Agreement and to perform its obligations hereunder, (iii) each of the representations,
undertakings and agreements herein made on the part of Party B is made and intended not as personal
representations, undertakings or agreements of DBTCA, but is made and intended solely for the purpose of binding
only the Supplemental Interest Trust, (iv) nothing contained herein shall be construed as imposing any liability
upon DBTCA, individually or personally, to perform any covenant, either express or implied, contained herein
(including, for the avoidance of doubt, any liability, individually or personally, for any failure or delay in
making a payment hereunder to Party A due to any failure or delay in receiving amounts held in the account held
by the Supplemental Interest Trust created pursuant to the Trust Agreement) and all such liability, if any, is
hereby expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto
and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (v) under
no circumstances shall DBTCA be personally 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 Agreement or any related documents, as to all of which recourse shall be had solely to the
assets of the Supplemental Interest Trust in accordance with the Trust Agreement.
ADDITIONAL TERMS
_____________________________________________________________________________________
Calculation Period up to but excluding the Notional Amount(USD):
Period End Date occurring on:
_____________________________________________________________________________________
25-February-2008 75,000,000.00
_____________________________________________________________________________________
25-March-2008 73,416,053.86
_____________________________________________________________________________________
25-April-2008 71,832,107.71
_____________________________________________________________________________________
25-May-2008 70,248,161.57
_____________________________________________________________________________________
25-June-2008 68,664,215.42
_____________________________________________________________________________________
25-July-2008 67,080,269.28
_____________________________________________________________________________________
25-August-2008 65,496,323.13
_____________________________________________________________________________________
25-September-2008 63,912,376.99
_____________________________________________________________________________________
25-October-2008 62,328,430.85
_____________________________________________________________________________________
25-November-2008 60,744,484.70
_____________________________________________________________________________________
25-December-2008 59,160,538.56
_____________________________________________________________________________________
25-January-2009 57,576,592.41
_____________________________________________________________________________________
25-February-2009 55,992,646.27
_____________________________________________________________________________________
25-March-2009 54,408,700.12
_____________________________________________________________________________________
25-April-2009 52,824,753.98
_____________________________________________________________________________________
25-May-2009 51,240,807.84
_____________________________________________________________________________________
25-June-2009 49,656,861.69
_____________________________________________________________________________________
25-July-2009 48,072,915.55
_____________________________________________________________________________________
25-August-2009 46,488,969.40
_____________________________________________________________________________________
25-September-2009 44,905,023.26
_____________________________________________________________________________________
25-October-2009 43,321,077.12
_____________________________________________________________________________________
25-November-2009 41,737,130.97
_____________________________________________________________________________________
25-December-2009 40,153,184.83
_____________________________________________________________________________________
25-January-2010 38,569,238.68
_____________________________________________________________________________________
25-February-2010 36,985,292.54
_____________________________________________________________________________________
25-March-2010 35,401,346.39
_____________________________________________________________________________________
25-April-2010 33,817,400.25
_____________________________________________________________________________________
25-May-2010 32,233,454.11
_____________________________________________________________________________________
25-June-2010 30,649,507.96
_____________________________________________________________________________________
25-July-2010 29,065,561.82
_____________________________________________________________________________________
25-August-2010 27,481,615.67
_____________________________________________________________________________________
25-September-2010 25,897,669.53
_____________________________________________________________________________________
25-October-2010 24,313,723.38
_____________________________________________________________________________________
25-November-2010 22,729,777.24
_____________________________________________________________________________________
25-December-2010 21,145,831.10
_____________________________________________________________________________________
25-January-2011 19,561,884.95
_____________________________________________________________________________________
25-February-2011 17,977,938.81
_____________________________________________________________________________________
25-March-2011 16,393,992.66
_____________________________________________________________________________________
25-April-2011 14,810,046.52
_____________________________________________________________________________________
25-May-2011 13,226,100.37
_____________________________________________________________________________________
25-June-2011 11,642,154.23
_____________________________________________________________________________________
25-July-2011 10,058,208.09
_____________________________________________________________________________________
25-August-2011 8,474,261.94
_____________________________________________________________________________________
25-September-2011 6,890,315.80
_____________________________________________________________________________________
25-October-2011 5,399,239.92
_____________________________________________________________________________________
25-November-2011 3,916,334.53
_____________________________________________________________________________________
25-December-2011 2,441,557.81
_____________________________________________________________________________________
25-January-2012 974,868.17
_____________________________________________________________________________________
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/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Hrniuk
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Authorized Signatory
Confirmed as of the date first written above:
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust with respect to the RALI Series 2008-QR1 Trust, Mortgage
Asset-Backed Pass-Through Certificates, Series 2008-QR1
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Xxxxxx
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Xxxxxx
Our Reference No: External ID: 53346268N3 / Risk ID: 448197157 & 448197181
