Swap Agreement
Series 2006-EFC2
Date: November 29, 2006
To: U.S. Bank National Association, not in its individual capacity but solely in its
capacity as Supplemental Interest Trust Trustee for the benefit of the RAMP Series
2006-EFC2 Supplemental Interest Trust
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: RAMP Series 2006-EFC2 Supplemental Interest Trust
Telephone no.: (000) 000-0000
Facsimile no.: (000) 000-0000
Cc: Xxxxxx Xxxxxx
Facsimile no: 000-000-0000
Our Reference: Global No. N533648N
Re: Interest Rate Swap Transaction
Ladies and Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into
between Deutsche Bank AG, New York Branch("DBAG") and RAMP Series 2006-EFC2 Supplemental Interest Trust, acting
through U.S. Bank National Association, not in its individual capacity, but solely as Supplemental Interest Trust
Trustee for the benefit of RAMP Series 2006-EFC2 Supplemental Interest Trust ("Counterparty") on the Trade Date
specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the
Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the
International Swaps and Derivatives Association, Inc. are incorporated by reference herein. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation will govern. For purposes of this
Transaction, any capitalized and undefined terms contained herein (other than the capitalized terms the
definitions of which are contained in the Definitions) shall have the meanings ascribed to them in the Pooling
and Servicing Agreement dated as of November 1, 2006 (the "Pooling and Servicing Agreement") relating to the RAMP
Series 2006-EFC2 Trust Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EFC2, which is hereby
incorporated by reference into this Confirmation.
1. This Confirmation evidences a complete and binding agreement between DBAG ("Party A") and Counterparty
("Party B") as to the terms of the Transaction to which this Confirmation relates. This Confirmation,
together with all other documents referring to the ISDA Form, as defined below, confirming the
Transaction entered into between us shall supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form") (as may be
amended, modified or supplemented from time to time, the "Agreement") as if we had executed an agreement
on the Trade Date of the first such Transaction between us in such form, with the Schedule thereto
specifying only that (a) the governing law is the laws of the State of New York, without reference to
choice of law doctrine, and (b) the Termination Currency is U.S. Dollars. In the event of any
inconsistency between the terms of this Confirmation, and the terms of the Agreement, this Confirmation
will prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:-
Notional Amount: With respect to any Calculation Period, as set forth in
Exhibit I, which is attached hereto and incorporated by
reference into this Confirmation
Trade Date: November 16, 2006
Effective Date: November 29, 2006
Termination Date: November 25, 2011, subject to adjustment in accordance with
the Following Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Period End Dates: The 25th day of each month of each year, commencing December
25, 2006, through and including the Termination Date,
subject to adjustment in accordance with the Following
Business Day Convention.
Fixed Rate Payer
Payment Dates: Two Business Days prior to each Fixed Rate Payer Period End
Date, subject to adjustment in accordance with the Following
Business Day Convention.
Fixed Rate: 5.15%
Fixed Rate Day
Count Fraction: 30/360
Floating Amounts:
Floating Rate Payer: DBAG
Floating Rate Payer
Period End Dates: The 25th day of each month of each year, commencing December
25, 2006, through and including the Termination Date,
subject to adjustment in accordance with the Following
Business Day Convention.
Floating Rate Payer
Payment Dates: Two Business Days prior to each Floating Rate Payer Period
End Date, subject to adjustment in accordance with the
Following Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Floating Rate for initial
Calculation Period: To be determined
Reset Dates: The first Business Day in each Calculation Period.
Compounding: Inapplicable
Business Days: New York
3. ACCOUNT DETAILS:
USD DBAG Payment Instructions:
Account With: DB Trust Co. Americas, New York
SWIFT Code XXXXXX00
Favor Of: Deutsche Bank AG, New York
Account Number: 01 473 969
Reference: N533648N
USD Counterparty Payment Instructions:
Account With: U.S. Bank National Association
ABA No: 000000000
Account Number: 1731-0332-2058
Reference: RAMP Series 2006-EFC2 Trust
OBI: Attn: Xxxx Xxxxxx
Ref. Account No. 0660500
4. OFFICES:
The Office for DBAG for this Transaction is New York.
The Office of Counterparty for this Transaction is St. Xxxx, MN
5. CALCULATION AGENT: DBAG
6. REPRESENTATIONS.
Each party will be deemed to represent to the other party on the date on which it enters into this Transaction
that (absent a written agreement between the parties that expressly imposes affirmative obligations to the
contrary for this Transaction):-
(i) NON-RELIANCE. It is acting for its own account, and it has made its own independent decisions to enter
into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction;
it being understood that information and explanations related to the terms and conditions of this Transaction
shall not be considered investment advice or a recommendation to enter into this 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 this Transaction. Notwithstanding the foregoing, the parties agree that U.S. Bank National
Association has executed this letter agreement pursuant to the direction received by it pursuant to the Pooling
and Servicing Agreement.
(ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and understanding (on its own
behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks
of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. Notwithstanding
the foregoing, the parties agree that the U.S. Bank National Association has executed this letter agreement
pursuant to the direction received by it pursuant to the Pooling and Servicing Agreement.
(iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for, or an adviser to it in respect of
this Transaction
(iv) PARI PASSU: Party A represents that its obligations under this Agreement rank pari passu with all of
its other unsecured, unsubordinated obligations except those obligations preferred by operation of law.
7. ISDA FORM.
(a) "Specified Entity" means, in relation to Party A, for the purpose of Section 5(a)(v), Section 5(a)(vi),
Section 5(a)(vii) and Section 5(b)(iv): Not Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of Section 5(a)(v), Section 5(a)(vi),
Section 5(a)(vii) and Section 5(b)(iv): Not Applicable.
(c) "Specified Indebtedness" will have the meaning specified in Section 14 of the ISDA Form, provided that
Specified Indebtedness shall not include deposits received in the course of a party's ordinary banking business.
(d) "Specified Transaction" will have the meaning specified in Section 14 of the ISDA Form.
(e) "Threshold Amount" means, with respect to Party A (or its Credit Support Provider), 3% of shareholders'
equity as described in its most recently published audited financial statement or its equivalent in any currency.
(f) Sections 5(a)(ii), 5(a)(iii), 5(a)(iv); and 5(a)(vi) of the ISDA Form will not apply to Party B;
provided that Section 5(a)(iii) of the ISDA Form shall apply to Party B to the extent that Party B fails to
return a Return Amount under the Credit Support Annex. With respect to Party A and Party B, the provisions of
Section 5(a)(v) of the ISDA Form will not apply.
(g) Section 5(a)(vi) of the ISDA Form "Cross Default" applies to Party A, provided, however, that,
notwithstanding the foregoing, an Event of Default shall not occur under either (i) or (ii) above if (A) (I) the
default, or other similar event or condition referred to in (1) or the failure to pay referred to in (2) is a
failure to pay or deliver caused by an error or omission of an administrative or operational nature, and (II)
funds or the asset to be delivered were available to such party to enable it to make the relevant payment or
delivery when due and (III) such payment or delivery is made within three (3) Local Business Days following
receipt of written notice from an interested party of such failure to pay, or (B) such party was precluded from
paying, or was unable to pay, using reasonable means, through the office of the party through which it was acting
for purposes of the relevant Specified Indebtedness, by reason of force majeure, act of State, illegality or
impossibility.
(h) Section 5(a)(vii) of the ISDA Form applies to Party A and Party B; provided that with respect to Party
B, clauses (2), (7) and (9) will not be applicable as an Event of Default to the extent such event relates to
nonpayment of indebtedness other than that of the related class of Notes; clause (4) will not apply to Party B to
the extent that it refers to proceedings or petitions instituted or presented by Party A or any of its
Affiliates; clause(6) will not apply to Party B to the extent that it refers to (i) any appointment that is
contemplated or effected by the Transaction Documents or (ii) any appointment that Party B has not become subject
to); clause (8) will not apply to Party B to the extent that it applies to Section 5(a)(vii)(2),(4),(6), and (7)
of the ISDA Form (except to the extent that such provisions are not disapplied with respect to Party B.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the ISDA Form will not apply to Party A
or Party B.
(j) The "Automatic Early Termination" provision of Section 6(a) of the ISDA Form will not apply to Party A
or Party B.
(k) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) of the ISDA Form will apply, provided that
Party A shall not be entitled to designate an Early Termination Date by reason of a Tax Event upon Merger in
respect of which it is the Affected Party.
(l) Section 6(b)(ii) of the ISDA Form will apply; provided that the words "or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party" shall be deleted.
(m) The ISDA Form will be governed by, and construed in accordance with, the laws of the State of New York
without reference to its conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New York
General Obligations Law).
(n) The phrase "Termination Currency" means United States Dollars.
(o) For the purpose of Section 6(e) of the ISDA Form:
(i) Market Quotation will apply and the Second Method will apply; provided, however, with
respect to an early termination in which Party A is the Defaulting Party or sole Affected Party
in respect of an Additional Termination Event or Tax Event Upon Merger, notwithstanding Section
6 of the ISDA Form the following amendment to Agreement set forth in paragraphs (i) to (ix)
below shall apply:
For the purposes of Section 6(d)(i) of the ISDA Form, Party B's obligation with respect to the
extent of information to be provided with its calculations is limited to information Party B has
already received in writing which Party B is able to release without breaching any contractual
obligations or the provisions of any law applicable to Party B.
The definition of "Market Quotation" shall be deleted in its entirety and replaced with the
following:
"Market Quotation" means, with respect to one or more Terminated Transactions, a Firm Offer
which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2) for an amount
that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a
positive number) in consideration of an agreement between Party B and such Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that would have the
effect of preserving for such party the economic equivalent of any payment or delivery (whether
the underlying obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect of such
Terminated Transactions or group of Terminated Transactions that would, but for the occurrence
of the relevant Early Termination Date, have been required after that Date, (3) made on the
basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are
to be excluded but, without limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of each applicable condition
precedent) after that Early Termination Date is to be included and (4) made in respect of a
Replacement Transaction with terms substantially the same as those of this Agreement (save for
the exclusion of provisions relating to Transactions that are not Terminated Transactions)."
(ii) The definition of "Settlement Amount" shall be deleted in its entirety and replaced
with the following:
"Settlement Amount" means, with respect to any Early Termination Date, an amount (as determined
by Party B in accordance with the Pooling and Servicing Agreement) equal to the Termination
Currency Equivalent of the amount (whether positive or negative) of any Market Quotation for the
relevant Terminated Transaction or group of Terminated Transactions that is accepted by Party B
in accordance with the Pooling and Servicing Agreement so as to become legally binding, Provided
that:
(a) If, on the day falling ten Local Business Days after the day on which the Early
Termination Date is designated or such later day as Party B in accordance with the
Pooling and Servicing Agreement may specify in writing to Party A (but in either case
no later than the Early Termination Date) (such day the "Latest Settlement Amount
Determination Day"), no Market Quotation for the relevant Terminated Transaction or
group of Terminated Transactions has been accepted by Party B in accordance with the
Pooling and Servicing Agreement so as to become legally binding and one or more Market
Quotations have been made and remain capable of becoming legally binding upon
acceptance, the Settlement Amount shall equal the Termination Currency Equivalent of
the amount (whether positive or negative) of the lowest of such Market Quotations; and
(b) If, on the Latest Settlement Amount Determination Day, no Market Quotation for the
relevant Terminated Transaction or group of Terminated Transactions is accepted by
Party B in accordance with the Pooling and Servicing Agreement so as to become legally
binding and no Market Quotations have been made and remain capable of becoming legally
binding upon acceptance, the Settlement Amount shall equal Party B's Loss (whether
positive or negative and without reference to any Unpaid amounts) for the relevant
Terminated Transaction or group of Terminated Transactions.
(iii) For the purpose of sub-paragraph (4) of the definition of Market Quotation, Party B shall
determine in its sole discretion in accordance with the Pooling and Servicing Agreement, acting
in a commercially reasonable manner, whether a Firm Offer is made in respect of a Replacement
Transaction with commercial terms substantially the same as those of this Agreement (save for
the exclusion of provisions relating to Transactions that are not Terminated Transactions).
(iv) At any time on or before the Latest Settlement Amount Determination Day at which two
or more Market Quotations remain capable of becoming legally binding upon acceptance, Party B
shall be entitled to accept only the lowest of such Market Quotations.
(v) If Party B requests Party A in writing to obtain Market Quotations, Party A shall use
its reasonable efforts to do so before the Latest Settlement Amount Determination Day.
(vi) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of the ISDA Form
shall be deleted in its entirety and replaced with the following:
"SECOND METHOD AND MARKET QUOTATION. If Second Method and Market Quotation apply, (1) Party B
shall pay to Party A an amount equal to the absolute value of the Settlement Amount in respect
of the Terminated Transactions, (2) Party B shall pay to Party A the Termination Currency
Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the
Termination Currency Equivalent of the Unpaid Amounts owing to Party B, Provided that, (i) the
amounts payable under (2) and (3) shall be subject to netting in accordance with Section 2(c) of
this Agreement and (ii) notwithstanding any other provision of this Agreement, any amount
payable by Party A under (3) shall not be netted-off against any amount payable by Party B under
(1)."
(p) Multibranch Party. For the purpose of Section 10(c) of the Form Master Agreement: (a) Party A is a not
a Multibranch Party; and (b) Counterparty is not a Multibranch Party.
(q) Credit Support Document. Initially with respect to Party A, a Credit Support Annex and any guaranty in
support of Party A's obligations. With respect to Counterparty, a Credit Support Annex, but only with respect to
Paragraph 3(b) of such Credit Support Annex.
(r) Credit Support Provider. In relation to Party A: Not Applicable. In relation to Counterparty: Not
Applicable.
(s) Section 12(a)(ii) of the ISDA Form is deleted in its entirety.
(t) Party A may assign or transfer its rights and obligations hereunder to any entity pursuant to Section 9
of this Agreement. This Transaction shall not be amended or modified pursuant to Section 9(b) of the ISDA Form
unless the Rating Agency Condition is satisfied.
(u) Notwithstanding any provision of this Transaction 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. The provisions for Set-off set forth in
Section 6(e) of the Agreement shall not apply for purposes of this Transaction.
8. LIMITATION OF LIABILITY.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed by the parties
hereto that (a) this letter agreement is executed and delivered by U.S. Bank National Association ("U.S. Bank"),
not individually or personally, but solely as Supplemental Interest Trust Trustee of the RAMP Series 2006-EFC2
Supplemental Interest Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of
the representations, undertakings and agreements herein made on the part of the RAMP Series 2006-EFC2
Supplemental Interest Trust is made and intended not as personal representations, undertakings and agreements by
U.S. Bank but is made and intended for the purpose of binding only the RAMP Series 2006-EFC2 Supplemental
Interest Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank,
individually or personally, to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under
the parties hereto; provided that nothing in this paragraph shall relieve U.S. Bank from performing its duties
and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth
therein, and (d) under no circumstances shall U.S. Bank be personally liable for the payment of any indebtedness
or expenses of the RAMP Series 2006-EFC2 Supplemental Interest Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the RAMP Series 2006-EFC2 Supplemental
Interest Trust under this letter agreement or any other related documents.
9. ADDITIONAL PROVISIONS.
(I) DOWNGRADE OF PARTY A. If a Ratings Event (as defined below) shall occur and be continuing with
respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B
of the occurrence of such Ratings Event, and (B) within 30 Calendar Days after the occurrence of a Ratings Event,
either (i) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to
another party, subject to satisfaction of the Rating Agency Condition (as defined below), (ii) post Eligible
Collateral in accordance with the Credit Support Annex attached hereto and made a part hereof or (iii) obtain a
guaranty which satisfies the Rating Agency Condition. Party A's obligations to find a transferee, to post
Eligible Collateral under such Credit Support Annex or obtain a guarantor shall remain in effect only for so long
as a Ratings Event is continuing with respect to Party A. For the purpose hereof, a "Ratings Event" shall occur
in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by
Standard & Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that
its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) or (2) its short-term
unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc. ("Fitch") (or, if its short-term
rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced
below "A" by Fitch or (iii) if Party A fails to satisfy the Xxxxx'x Downgrade provisions set forth in Section
9(ii) hereof.
If a Ratings Withdrawal (as defined below) shall occur and be continuing with respect to Party A, then
Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of
such Ratings Withdrawal, and (B) (i) transfer (at its own cost) Party A's rights and obligations hereunder to
another party, subject to satisfaction of the Rating Agency Condition or (ii) obtain a guaranty of its
obligations hereunder from another party, subject to the satisfaction of the Rating Agency Condition, and such
guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to Party A.
For the purpose hereof, a "Ratings Withdrawal" shall occur with respect to Party A if the long-term and
short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or cease to be at least BBB- and A-3
by S&P.
"Rating Agency Condition" means, with respect to any action taken or to be taken, a condition that is
satisfied when S&P, Xxxxx'x and Fitch have confirmed in writing that such action would not result in the
downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the
Certificates.
(II) XXXXX'X DOWNGRADE PROVISIONS.
(A) Xxxxx'x First Rating Trigger Collateral. For purposes of this section, if Party A
has failed to comply with or perform any obligation to be complied with or performed by Party A
in accordance with the Credit Support Annex from time to time entered into between Party A and
Party B in relation to this Agreement and either (x) the Xxxxx'x Second Rating Trigger
Requirements do not apply or (y) less than 30 Local Business Days have elapsed since the last
time the Xxxxx'x Second Rating Trigger Requirements did not apply, such failure by Party A to
comply with the provisions set forth above shall constitute an Additional Termination Event for
which Party A shall be the sole Affected Party.
(B) Xxxxx'x Second Rating Trigger Replacement. It shall be an Additional termination
Event with respect to Party A as sole Affected Party if (x) the Xxxxx'x Second Rating Trigger
Requirements apply and 30 or more Local Business Days have elapsed since the last time the
Xxxxx'x Second Rating Trigger Requirements did not apply and (y) (i) at least one Eligible
Replacement has made a Firm Offer (which remains capable of becoming legally binding upon
acceptance) to be the transferee of a transfer to be made in accordance with Part 5(m)(ii)
below and/or (ii) at least one entity with the Xxxxx'x First Trigger Required Ratings and/or
the Xxxxx'x Second Trigger Required Ratings has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance by the offeree) to provide an Eligible Guarantee in
respect of all of Party A's present and future obligations under this Agreement.
For the purpose of sub-paragraph (B) and (C) above:
"Eligible Guarantee" means an unconditional and irrevocable guarantee that is provided by a
guarantor as principal debtor rather than surety and is directly enforceable by Party B, where
either (A) a law firm has given a legal opinion confirming that none of the guarantor's
payments to Party B under such guarantee will be subject to withholding for Tax or (B) such
guarantee provides that, in the event that any of such guarantor's payments to Party B are
subject to withholding for tax, such guarantor is required to pay such additional amount as is
necessary to ensure that the net amount actually received by Party B (free and clear of any
withholding tax) will equal the full amount Party B would have received had no such withholding
been required.
"Eligible Replacement" means an entity (A) with the Xxxxx'x First Trigger Required Ratings
and/or the Xxxxx'x Second Trigger Required Ratings or (B) whose present and future obligations
owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor with
the Xxxxx'x First Trigger Required Ratings and/or the Xxxxx'x Second Trigger Required Ratings.
"Firm Offer" means an offer which, when made, was capable of becoming legally binding upon
acceptance.
"Xxxxx'x Short-term Rating" means a rating assigned by Xxxxx'x under its short-term rating
scale in respect of an entity's short-term, unsecured and unsubordinated debt obligations
"Relevant Entities" means Party A and any guarantor under an Eligible Guarantee in respect of
all of Party A's present and future obligations under this Agreement.
An entity shall have the "Xxxxx'x First Trigger Required Ratings" (x) where such entity is the
subject of a Xxxxx'x Short-term Rating, if such rating is "Prime-1" and its long-term,
unsecured and unsubordinated debt or counterparty obligations are rated "A2" or above by
Xxxxx'x and (y) where such entity is not the subject of a Xxxxx'x Short-term Rating, if its
long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A1" or
above by Xxxxx'x.
The "Xxxxx'x Second Rating Trigger Requirements" shall apply so long as no Relevant Entity has
the Second Trigger Required Ratings.
An entity shall have the "Xxxxx'x Second Trigger Required Ratings" (x) where such entity is the
subject of a Xxxxx'x Short-term Rating, if such rating is "Prime-2" or above and its long-term,
unsecured and unsubordinated debt obligations are rated "A3" or above by Xxxxx'x and (y) where
such entity is not the subject of a Xxxxx'x Short-term Rating, if its long-term, unsecured and
unsubordinated debt obligations are rated "A3" or above by Xxxxx'x.
So long as the Xxxxx'x Second Rating Trigger Requirements apply, Party A will at its own cost
use commercially reasonable efforts to, as soon as reasonably practicable, procure either (x)
an Eligible Guarantee in respect of all of Party A's present and future obligations under this
Agreement to be provided by a guarantor with the Xxxxx'x First Trigger Required Ratings and/or
the Xxxxx'x Second Trigger Required Ratings or (y) a transfer in accordance with Section 9(ii)
below.
(III) TRANSFERS.
(a) Section 7 of the ISDA Form shall not apply to Party A and, subject to Section 6(b)(ii)
of the ISDA Form and Section 9(v) herein, Party A may not transfer (whether by way of security
or otherwise) any interest or obligation in or under this Agreement without the prior written
consent of Party B. Any transfer pursuant to this Section will require that the transferee
enter into a Regulation AB indemnification agreement substantially similar to the one
previously entered into by Party A.
(b) Subject to Section 9(v) below, Party A may (at its own cost) transfer all or
substantially all of its rights and obligations with respect to this Agreement to any other
entity (a "TRANSFEREE") that is an Eligible Replacement, provided that Party B shall determine
in its sole discretion in accordance with the Pooling and Servicing Agreement, acting in a
commercially reasonable manner, whether or not a transfer relates to all or substantially all
of Party A's rights and obligations under this Agreement. Following such transfer, all
references to Party A shall be deemed to be references to the Transferee.
(c) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon
acceptance) to be the transferee of a transfer to be made in accordance with (ii) above, Party
B shall (at Party A's cost) at Party A's written request, take any reasonable steps required to
be taken by it to effect such transfer provided such steps shall be in accordance with the
Pooling and Servicing Agreement.
(IV) TAX. Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of the ISDA Form, in
relation to payments by Party A, any Tax shall be an Indemnifiable Tax and, in relation to payments by Party B,
no Tax shall be an Indemnifiable Tax.
(V) RATING AGENCY NOTIFICATIONS. Notwithstanding any other provision of this Agreement, this
Agreement shall not be amended, no Early Termination Date shall be effectively designated by Party B, and no
transfer of any rights or obligations under this Agreement shall be made (other than a transfer of all of Party
A's rights and obligations with respect to this Agreement in accordance with Section 9(ii) above) unless Xxxxx'x
has been given prior written notice of such amendment, designation or transfer.
10. ADDITIONAL TERMINATION EVENTS.
(a) A Ratings Event occurs as set forth in Section 9 hereof and Party A fails to satisfy the requirements
set forth in Section 9 hereof or Party A fails to satisfy the Xxxxx'x Downgrade provisions set
forth in Section 9 hereof. Party A shall be the sole Affected Party.
(b) The Pooling and Servicing Agreement is amended or modified, without the prior written consent of Party
A, in any manner which materially adversely affects Party A, and such consent is required
pursuant to the Pooling and Servicing Agreement. The Counterparty shall be the sole Affected
Party
(c) The Trust Fund (as defined in the Pooling and Servicing Agreement) is terminated pursuant to the Pooling
and Servicing Agreement or notice of the Terminator's (as defined in the Pooling and Servicing
Agreement) intention to exercise its option to purchase the Mortgage Loans pursuant to Section
9.01 of the Pooling and Servicing Agreement is given by the Trustee to Certificateholders
pursuant to Section 9.01 of the Pooling and Servicing Agreement. The Counterparty shall be the
sole Affected Party.
11. NON-PETITION.
Party A hereby irrevocably and unconditionally agrees that it will not institute against, or join any
other person in instituting against or cause any other person to institute against Party B, any bankruptcy,
reorganization, arrangement, insolvency, or similar proceeding under the laws of the United States, or any other
jurisdiction for the non-payment of any amount due hereunder or any other reason until the payment in full of the
certificates issued by Party B under the Pooling and Servicing Agreement and the expiration of a period of one
year plus ten days (or, if longer, the applicable preference period) following such payment.
12. TAX REPRESENTATIONS.
(a) Payer Representations. For the purpose of Section 3(e) of the ISDA Agreement, Party A and Party B will
make the following representations:
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) of the Agreement)
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 representations made by the other party pursuant to Section 3(f) of the Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(iii) of the Agreement and the accuracy and
effectiveness of any document provided by the other party pursuant to Section 4(a)(iii) of the
Agreement; and
(iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement,
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 Representations. For the purpose of Section 3(f) of the Agreement, each of Party A and Party B
make the following representations.
The following representation will apply to Party A:
Party A is a "foreign person" within the meaning of the applicable U.S. Treasury Regulations concerning
information reporting and backup withholding tax (as in effect on January 1, 2001), unless Party A
provides written notice to Party B that it is no longer a foreign person. In respect of each
Transaction it enters into through an office or discretionary agent in the United States or which
otherwise is allocated for United States federal income tax purposes to such United States trade or
business, each payment received or to be received by it under such Transaction will be effectively
connected with its conduct of a trade or business in the United States.
The following representation will apply to Party B:
U.S. Bank National Association is the Trustee and Supplemental Interest Trust Trustee under the Pooling
and Servicing Agreement.
13. NON-RECOURSE PROVISIONS.
Notwithstanding anything to the contrary contained herein, none of Party B or any of its officers,
directors, or shareholders (the "Non-recourse Parties") shall be personally liable for the payment by or on
behalf of the RAMP Series 2006-EFC2 Supplemental Interest Trust hereunder, and Party A shall be limited to a
proceeding against the Collateral or against any other third party other than the Non-recourse Parties, and Party
A shall not have the right to proceed directly against the RAMP Series 2006-EFC2 Supplemental Interest Trust for
the satisfaction of any monetary claim against the Non-recourse Parties or for any deficiency judgment remaining
after foreclosure of any property included in such Collateral and following the realization of the Collateral,
any claims of Party A shall be extinguished.
14. DOCUMENTS TO BE DELIVERED. For the purpose of Section 4(a) (i) and 4(a) (iii):
(1) Tax forms, documents, or certificates to be delivered are:
---------------------------------------- -------------------------------- -----------------------------------------------
PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED
CERTIFICATE
---------------------------------------- -------------------------------- -----------------------------------------------
---------------------------------------- -------------------------------- -----------------------------------------------
Party A and Any document required or Promptly after the earlier of (i) reasonable
Party B reasonably requested to allow demand by either party or (ii) learning that
the other party to make such form or document is required
payments under this Agreement
without any deduction or
withholding for or on the
account of any Tax or with
such deduction or withholding
at a reduced rate
---------------------------------------- -------------------------------- -----------------------------------------------
(2) Other documents to be delivered (unless publicly available) are:
----------------------------- --------------------------------- ------------------------------- ------------------------
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED COVERED BY SECTION
DOCUMENT CERTIFICATE 3(D) REPRESENTATION
----------------------------- --------------------------------- ------------------------------- ------------------------
----------------------------- --------------------------------- ------------------------------- ------------------------
Party A and Party B Any documents to evidence the Upon the execution and Yes
authority of the delivering delivery of this Agreement
party for it to execute and and such Confirmation.
deliver this Confirmation.
----------------------------- --------------------------------- ------------------------------- ------------------------
----------------------------- --------------------------------- ------------------------------- ------------------------
Party A and Party B A certificate of an authorized Upon the execution and Yes
officer of the party, as to the delivery of this Confirmation.
incumbency and authority of the
respective officers of the
party signing this Confirmation.
----------------------------- --------------------------------- ------------------------------- ------------------------
----------------------------- --------------------------------- ------------------------------- ------------------------
Party A Legal opinion(s) with respect Within 5 Local Business Days No
to such party and its Credit of execution hereof
Support Provider, if any, for
it, reasonably satisfactory in
form and substance to the other
party relating to the
enforceability of the party's
obligations under this
Agreement.
----------------------------- --------------------------------- ------------------------------- ------------------------
----------------------------- --------------------------------- ------------------------------- ------------------------
Party A A copy of the most recent To be made available on Yes
annual report of such party xxx.xxxxxxxxxxxx.xx/xx/xx/ as
(only if available) and its soon as available and in any
Credit Support Provider, if event within 90 days after
any, containing in all cases the end of each fiscal year
audited consolidated financial of Party A
statements for each fiscal year
certified by independent
certified public accountants
and prepared in accordance with
generally accepted accounting
principles in the United States
or in the country in which such
party is organized.
----------------------------- --------------------------------- ------------------------------- ------------------------
----------------------------- --------------------------------- ------------------------------- ------------------------
Party B Each other report or other Promptly upon request by No
document required to be Party A, or with respect to
delivered by or to Party B any particular type of report
under the terms of the Pooling or other document as to which
and Servicing Agreement, other Party A has previously made
than those required to be request to receive all
delivered directly by the reports or documents of that
Trustee to Party A thereunder. type, promptly upon delivery
or receipt of such report or
document by Party B and
delivery shall be satisfied
by posting such report on
Party B's website
xxxx://xxx.xxxxxx.xxx/xxx.
----------------------------- --------------------------------- ------------------------------- ------------------------
15. WAIVER OF RIGHT TO TRIAL BY JURY.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS TRANSACTION.
16. ELIGIBLE CONTRACT PARTICIPANT.
Each party represents to the other party that it is an "eligible contract participant" as defined in
Section 1a(12) of the U.S. Commodity Exchange Act, as amended.
17. NOTICE BY FACSIMILE TRANSMISSION.
Section 12(a) of the ISDA Form is hereby amended by deleting the parenthetical "(except that a notice or
other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging
system)."
Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning an
executed copy of this letter agreement to the attention of Derivative Documents via facsimile to 44 20 7545 9761,
or via e-mail to Xxxxxxxxxx.Xxxxxxxxxxxxx@xx.xxx.
Yours sincerely,
DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/ Cloris Eng
Name: Cloris Eng
Title: Assistant Vice President
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Assistant Vice President
Confirmed as of the date above:
RAMP SERIES 2006-EFC2 SUPPLEMENTAL INTEREST TRUST
By: U.S. Bank National Association not in its individual capacity
but solely in its capacity as Supplemental Interest Trust
Trustee for the benefit of the RAMP Series 2006-EFC2
Supplemental Interest Trust
By: /s/ Xxxxxx Xxxxxxx-Xxxx
Name: Xxxxxx Xxxxxxx-Xxxx
Title: Vice President
EXHIBIT I
With respect to calculating a Floating Amount for any Calculation Period falling within the periods set forth
below, the Notional Amount shall be the amount set forth opposite the relevant period and underneath the caption
Notional Amount, as follows:
FROM AND INCLUDING* TO BUT EXCLUDING* NOTIONAL AMOUNT
(USD)
Effective Date 25-Dec-06 387,600,000.00
25-Dec-06 25-Jan-07 384,410,717.03
25-Jan-07 25-Feb-07 378,434,813.38
25-Feb-07 25-Mar-07 370,989,962.69
25-Mar-07 25-Apr-07 362,990,820.72
25-Apr-07 25-May-07 353,777,283.24
25-May-07 25-Jun-07 343,263,840.79
25-Jun-07 25-Jul-07 331,496,577.43
25-Jul-07 25-Aug-07 318,557,962.36
25-Aug-07 25-Sep-07 304,838,519.57
25-Sep-07 25-Oct-07 290,441,140.91
25-Oct-07 25-Nov-07 276,644,084.76
25-Nov-07 25-Dec-07 263,483,310.33
25-Dec-07 25-Jan-08 250,929,080.68
25-Jan-08 25-Feb-08 238,953,063.38
25-Feb-08 25-Mar-08 227,528,263.67
25-Mar-08 25-Apr-08 216,628,960.72
25-Apr-08 25-May-08 206,230,647.08
25-May-08 25-Jun-08 196,309,970.91
25-Jun-08 25-Jul-08 186,844,681.04
25-Jul-08 25-Aug-08 177,789,796.03
25-Aug-08 25-Sep-08 161,405,236.43
25-Sep-08 25-Oct-08 146,248,139.60
25-Oct-08 25-Nov-08 132,625,924.30
25-Nov-08 25-Dec-08 120,356,792.70
25-Dec-08 25-Jan-09 109,308,357.79
25-Jan-09 25-Feb-09 102,852,414.57
25-Feb-09 25-Mar-09 96,947,892.98
25-Mar-09 25-Apr-09 91,359,789.77
25-Apr-09 25-May-09 86,070,423.11
25-May-09 25-Jun-09 81,063,128.14
25-Jun-09 25-Jul-09 76,322,197.41
25-Jul-09 25-Aug-09 76,322,197.41
25-Aug-09 25-Sep-09 75,660,741.19
25-Sep-09 25-Oct-09 71,907,312.40
25-Oct-09 25-Nov-09 68,352,300.03
25-Nov-09 25-Dec-09 64,983,906.64
25-Dec-09 25-Jan-10 61,791,857.79
25-Jan-10 25-Feb-10 58,766,466.26
25-Feb-10 25-Mar-10 55,898,595.61
25-Mar-10 25-Apr-10 53,179,629.68
25-Apr-10 25-May-10 50,601,437.59
25-May-10 25-Jun-10 48,156,350.47
25-Jun-10 25-Jul-10 45,837,132.98
25-Jul-10 25-Aug-10 43,636,958.17
25-Aug-10 25-Sep-10 41,549,383.90
25-Sep-10 25-Oct-10 39,568,330.48
25-Oct-10 25-Nov-10 37,688,059.84
25-Nov-10 25-Dec-10 35,903,155.73
25-Dec-10 25-Jan-11 34,208,505.23
25-Jan-11 25-Feb-11 32,599,281.19
25-Feb-11 25-Mar-11 31,070,925.90
25-Mar-11 25-Apr-11 29,619,135.54
25-Apr-11 25-May-11 28,239,845.59
25-May-11 25-Jun-11 26,894,009.84
25-Jun-11 25-Jul-11 25,557,536.58
25-Jul-11 25-Aug-11 24,287,168.11
25-Aug-11 25-Sep-11 23,079,431.69
25-Sep-11 25-Oct-11 21,931,045.86
25-Oct-11 Termination Date 20,837,853.65
* All dates listed above (with the exception of the Effective Date) are subject to adjustment in accordance with
the Modified Following Business Day Convention
