ISDAÒ International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of April 27, 2007
(Multicurrency—Cross
Border)
ISDAÒ
International
Swap Dealers Association, Inc.
MASTER
AGREEMENT
dated
as
of April 27, 2007
|
CREDIT
SUISSE INTERNATIONAL
(“Party
A”)
|
And
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity but solely as Securities Administrator
under
the Sale and Servicing Agreement (as defined herein), acting as
Auction
Administrator for the benefit of the Holders of the Auction
Certificates
("Party
B")
|
have
entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be
governed by this Master Agreement, which includes the schedule (the “Schedule”),
and the documents and
other
confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.
Accordingly,
the parties agree as follows:—
|
1.
|
Interpretation
|
(a) Definitions.
The
terms defined in Section 14 and in the Schedule will have the meanings therein
specified for the purpose of this Master Agreement.
(b) Inconsistency.
In the
event of any inconsistency between the provisions of the Schedule and the
other
provisions of this Master Agreement, the Schedule will prevail. In the event
of
any inconsistency between the provisions of any Confirmation and this Master
Agreement (including the Schedule), such Confirmation will prevail for the
purpose of the relevant Transaction.
(c) Single
Agreement.
All
Transactions are entered into in reliance on the fact that this Master Agreement
and all Confirmations form a single agreement between the parties (collectively
referred to as
this
“Agreement”), and the parties would not otherwise enter into any
Transactions.
|
2.
|
Obligations
|
|
(a)
|
General
Conditions.
|
(i) Each
party will make each payment or delivery specified in each Confirmation to
be
made by it, subject to the other provisions
of this
Agreement.
(ii) Payments
under this Agreement will be made on the due date for value on that date
in the
place of
the
account specified in the relevant Confirmation or otherwise pursuant to this
Agreement, in freely transferable funds and in the manner customary for payments
in the required currency. Where
settlement is by delivery (that is, other than by payment), such delivery
will
be made for
receipt
on the due date in the manner customary for the relevant obligation unless
otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.
(iii) Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that
no
Event of Default or Potential Event of Default with respect to the other
party
has occurred and
is
continuing, (2) the condition precedent that no Early Termination Date in
respect of the relevant Transaction has occurred or been effectively designated
and (3) each other applicable condition precedent specified in this
Agreement.
ISDA ®
1992
value
of
that which was (or would have been) required to be delivered as of the
originally scheduled date for
delivery, in each case together with (to the extent permitted under applicable
law) interest, in the currency, of
such
amounts, from (and including) the date such amounts or obligations were or
would
have been required to
have
been paid or performed to (but excluding) such Early Termination Date, at
the
Applicable Rate. Such amounts
of interest will be calculated on the basis of daily compounding and the
actual
number of days elapsed.
The fair market value of any obligation referred to in clause (b) above shall
be
reasonably determined
by the party obliged to make the determination under Section 6(e) or, if
each
party is so obliged, it
shall
be the average of the Termination Currency Equivalents of the fair market
values
reasonably determined
by both parties.
IN
WITNESS WHEREOF the parties have executed this document on the respective
dates
specified below with
effect from the date specified on the first page of this document.
|
CREDIT
SUISSE INTERNATIONAL
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity but solely as Securities Administrator
under
the Sale
and Servicing Agreement (as defined herein), acting as Auction
Administrator for the benefit of the Holders of the Auction
Certificates
|
|
("Party
A")
|
("Party
B")
|
|
By:/s/
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Authorized Signatory
|
|
|
By:
/s/
▇▇▇▇▇▇ ▇.
▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:
Authorized Signatory
|
By:
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Vice President
|
SCHEDULE
TO
THE
MASTER
AGREEMENT
DATED
AS OF APRIL 27. 2007
between
CREDIT
SUISSE INTERNATIONAL,
(“Party
A”)
and
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity but solely as Securities Administrator under the
Sale
and Servicing Agreement (as defined herein), acting as Auction Administrator
for
the benefit of the Holders of the Auction Notes
(“Party
B”)
Part
1 TERMINATION
PROVISIONS
|
(a)
|
“Specified
Entity”
means
|
in
relation to Party A for the purpose of:
|
Section
5(a)(v) (Default under Specified Transaction)
|
Not
Applicable
|
|
Section
5(a)(vi) (Cross Default)
|
Not
Applicable
|
|
Section
5(a)(vii) (Bankruptcy)
|
Not
Applicable
|
|
Section
5(b)(iv) (Credit Event Upon Merger)
|
Not
Applicable
|
and
in
relation to Party B for the purpose of:
|
Section
5(a)(v) (Default under Specified Transaction)
|
Not
Applicable
|
|
Section
5(a)(vi) (Cross Default)
|
Not
Applicable
|
|
Section
5(a)(vii) (Bankruptcy)
|
Not
Applicable
|
|
Section
5(b)(iv) (Credit Event Upon Merger)
|
Not
Applicable
|
|
(b)
|
“Specified
Transaction”
will have the meaning assigned in Section 14 of this
Agreement.
|
|
(c)
|
The
“Cross-Default”
provisions of Section 5(a)(vi)
|
will
not
apply to Party A.
will
not
apply to Party B.
|
(d)
|
The
“Credit
Event Upon Merger”
provisions of Section 5(b)(iv)
|
will
not
apply to Party A.
will
not
apply to Party B.
|
(e)
|
The
“Automatic
Early Termination”
provision of Section 6(a)
|
will
not
apply to Party A.
will
not
apply to Party B.
|
(f)
|
Payments
on Early Termination.
For the purpose of Section 6(e) of this Agreement but subject to
Part 5 of
this Schedule:
|
|
(i)
|
Loss
will apply.
|
|
(ii)
|
The
Second Method will apply.
|
|
(g)
|
“Termination
Currency”
means United States Dollars.
|
|
(h)
|
Additional
Termination Events. The
following Additional Termination Events will apply
|
(i)
If,
upon the occurrence of a Swap Disclosure Event (as defined in Part 5(r) below)
Party A has not within five (5) Business Days after such Swap Disclosure
Event
(without giving effect to any grace period otherwise provided herein or
otherwise) complied with any of the provisions set forth in Part 5(r) below,
then an Additional Termination Event shall have occurred with respect to
Party
A, and Party A shall be the sole Affected Party with respect to such Additional
Termination Event.
(ii)
If,
Party A fails to comply with any of the provisions set forth in Part 5(n),
then
an Additional Termination Event shall have occurred with respect to Party
A, and
Party A shall be the sole Affected Party with respect to such Additional
Termination Event.
|
(i)
|
The
“Breach
of Agreement”
provisions of Section 5(a)(ii), the “Misrepresentation”
provisions of Section 5(a)(iv) and the “Default
Under Specified Transaction”
provisions of Section 5(a)(v)
|
will
not
apply to Party A.
will
not
apply to Party B.
| (j) |
(i) The
“Bankruptcy”
provisions of Section 5(a)(vii) will not apply to Party B;
|
(ii) The
“Merger
Without Assumption”
provisions of Section 5(a)(viii) will not apply to Party B;
(iii) The
“Credit
Support Default”
provisions of Section 5(a)(iii) will not apply to Party B; and
(iv) The
“Illegality”
provisions of Section 5(b)(i), the “Tax Event”
provisions of Section 5(b)(ii) and the “Tax
Event Upon Merger”
provisions of Section 5(b)(iii) will not apply to Party B.
Part
2 TAX
REPRESENTATIONS
|
(a)
|
Payer
Tax Representation
For the purpose of Section 3(e) of this Agreement, each party will
make
with respect to itself 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) of this 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 representation made by the other party
pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of
this
Agreement and the accuracy and effectiveness of any document provided by
the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement,
provided
that it
shall not be a breach of this representation where reliance is placed on
sub-clause (ii) above 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 purposes of Section 3(f), each party makes the following
representations:
|
| (i) |
The
following representation will apply to Party
A:
|
(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 ▇▇-▇▇▇▇▇▇▇.
(D) Party
A
is a partnership that agrees to comply with any withholding obligation under
Section 1446 of the Internal Revenue Code.
|
(ii)
|
The
following representation will apply to Party
B:
|
It
is a
statutory trust established under the laws of Delaware.
Part
3 AGREEMENT
TO DELIVER DOCUMENTS
For
the
purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to
deliver the following documents, as applicable:
|
(a)
|
Tax
forms, documents or certificates to be delivered
are:
|
|
Party
Required To Deliver Document
|
Form
/ Document/ Certificate
|
Date
By Which To Be Delivered
|
|
Party
A and Party B
|
Tax
forms that may reasonably be required by Party A or Party B,
as
applicable
|
(i)
Upon execution and delivery of this Agreement; (ii) promptly
upon
reasonable demand by Party A or Party B, as applicable; and (iii)
promptly
upon learning that any Form W-8 or Form W-9, as applicable, (or
any
successor thereto) has become obsolete or incorrect
|
|
Party
A
|
Form
W8-IMY
|
(i)
Upon execution and delivery of the Form Master Agreement; (ii)
promptly
upon reasonable demand by Party B; and (iii) promptly upon learning
that
any Form W-8 or Form W-9, as applicable, (or any successor thereto)
has
become obsolete or incorrect
|
|
(b)
|
Other
documents to be delivered are:
|
|
Party
Required To Deliver Document
|
Form
/ Document/ Certificate
|
Date
By Which To Be Delivered
|
Covered
By Section 3(d) Representation
|
|
Party
A & B
|
Incumbency
Certificate or other evidence of signing authority.
|
Upon
execution of this Agreement and, if requested, any
Confirmation.
|
Yes
|
|
Party
A
|
its
audited annual report
|
As
soon as possible after request.
|
Yes
|
|
Party
A
|
Authorizing
resolution of managing board (e.g., Certified Board of Directors
Resolution) approving each type of Transaction contemplated hereunder
and
the arrangements contemplated herein.
|
Upon
execution of this Agreement and, if requested, any
Confirmation.
|
Yes
|
|
Party
B
|
Copies
of all statements delivered to the Holders of the Auction Notes
under the
Sale and Servicing Agreement.
|
On
each Payment Date (as such term is defined in the Sale and Servicing
Agreement).
|
Yes
|
|
Party
B
|
Executed
copy of the Sale and Servicing Agreement and Indenture.
|
Upon
execution thereof.
|
Yes
|
|
Party
A
|
A
written opinion of counsel to Party A as to the enforceability
of this
Agreement that is reasonably satisfactory in form and substance
to Party
B.
|
Upon
execution of this Agreement.
|
No
|
|
Party
A & B
|
Such
party’s Credit Support Documents, if any.
|
Upon
execution of this Agreement.
|
Yes
|
Part
4 MISCELLANEOUS
|
(a)
|
Addresses
For Notices For
the purpose of Section 12(a) of this
Agreement:-
|
|
(i)
|
Notices
or communications shall, with respect to a particular Transaction,
be sent
to the address, telex number or facsimile number reflected in the
Confirmation of that Transaction. In addition (or in the event
the
Confirmation for a Transaction does not provide relevant
Addresses/information for notice), with respect to notices provided
pursuant to Section 5 and 6 of this Agreement, notice shall be
provided
to:
|
Address
for notices or communications to Party A (other than by facsimile):
Address: One
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Attention:
Head
of
Credit Risk Management;
Managing Director - Operations Department; and
Managing Director - Legal Department
Telex
No,: 264521 Answerback:
CSI G
For
the
purpose of facsimile notices or communications under this Agreement (other
than
a notice or communication under Sections 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.
Address
for notices or communications to Party B:
Address:
▇▇▇▇▇
Fargo Bank, N.A.
▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ - 1951
Attention:
Client
Manager - ▇▇▇▇▇▇▇▇▇ 2007-2
Phone
No.: (▇▇▇)
▇▇▇
▇▇▇▇
Facsimile
No.: (▇▇▇)
▇▇▇
▇▇▇▇
|
(ii)
|
Notices
Section 12(a) is amended by adding in the third line thereof after
the
phrase “messaging system” and before the “)” the words “; provided,
however, any such notice or other communication may be given by
facsimile
transmission (it being agreed that the sender shall verbally confirm
receipt with an officer of the receiving party )”.
|
|
(b)
|
Process
Agent For
purposes of Section 13(c) of this
Agreement:
|
Party
A
appoints as its Process Agent: Credit Suisse Securities (USA) LLC, ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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
purpose of Section 10(c) of this
Agreement:
|
Party
A
is not a Multibranch Party.
Party
B
is not a Multibranch Party.
|
(e)
|
Calculation
Agent Party
A; it being understood that, notwithstanding anything to the contrary
in
this Agreement, Party A shall be the Calculation Agent irrespective
of
whether Party A is a Defaulting Party or Affected Party. Notwithstanding
Section 6(e) of the Agreement, Party A will be the party entitled
to
determine Loss.
|
|
(f)
|
Credit
Support Documents Details
of any Credit Support Documents:
|
In
the
case of Party A: Not Applicable.
In
the
case of Party B: Not Applicable.
|
(g)
|
Credit
Support Provider
means
|
in
relation to Party A: Not Applicable; and
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 REGARDING IN ANY WAY THIS AGREEMENT,
WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW
YORK APPLICABLE TO CONTRACTS WHOLLY PERFORMED WITHIN NEW YORK,
WITHOUT
REFERENCE TO CHOICE OF LAW
DOCTRINE.
|
|
(i)
|
Netting
of Payments Sub-paragraph
(ii) of Section 2(c) of this Agreement will apply to all Transactions
hereunder, unless otherwise provided in the relevant
Confirmation(s).
|
|
(j)
|
“Affiliate”
will have the meaning specified in Section 14, provided that Party
A shall
be deemed to have no Affiliates.
|
Part
5 OTHER
PROVISIONS
|
(a)
|
ISDA
Definitions Incorporated by Reference
The definitions and provisions contained in the 2000 ISDA Definitions,
as
published by the International Swaps and Derivatives Association,
Inc.,
are incorporated herein, and the version of the Annex to the 2000
ISDA
Definitions that is incorporated herein is the June 2000 version
(collectively, the “Definitions”).
Any terms used and not otherwise defined herein which are contained
in the
Definitions shall have the meaning set forth therein. In the event
of any
conflict between the Definitions and any other ISDA-published definitions
referenced in a Confirmation, such Confirmation and the ISDA-published
definitions referred to therein shall control for purposes of the
particular Transaction. For the avoidance of doubt, any reference
to a
“Swap Transaction”, if any, in the Definitions is deemed to be a reference
to a “Transaction” for the purpose of interpreting this Agreement or any
Confirmation, and any reference to a “Transaction” in this Agreement or
any Confirmation is deemed to be a reference to a “Swap Transaction” for
the purpose of interpreting the
Definitions.
|
|
(b)
|
Other
Defined Terms
Terms used and not defined in this Agreement or in the Definitions,
shall
have the respective meanings ascribed to such terms in the Auction
Administration Agreement, and if not defined therein, in the Sale
and
Servicing Agreement dated as of April 1, 2007, for TMST ▇▇▇▇-▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2007-2, as Issuer (the "Issuer"),
▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc., as Initial Seller and Sponsor,
▇▇▇▇▇▇▇▇▇ Mortgage Funding, Inc., as Seller, Structured Asset Securities
Corporation, as Depositor, ▇▇▇▇▇ Fargo Bank, N.A., as Master Servicer
and
Securities Administrator (the "Securities
Administrator"),
and LaSalle Bank National Association, as Indenture Trustee (the
"Indenture
Trustee"),
as amended and supplemented from time to time (the "Sale
and Servicing Agreement").
|
|
(c)
|
No
Set-Off
Notwithstanding anything to the contrary in this Agreement, all
payments
shall be made without any Set-Off.
|
|
(d)
|
Condition
Precedent
The condition precedent specified in Section 2(a)(iii)(1) of this
Agreement does not apply to a payment or delivery owing by a party
if the
other party shall have satisfied in full all its payment and delivery
obligations under Section 2(a)(i) of this Agreement and shall at
the
relevant time have no future payment or delivery obligations, whether
absolute or contingent, under Section
2(a)(i).
|
|
(e)
|
Additional
Representations
Section 3 is hereby amended by adding at the end thereof the following
subparagraphs:
|
|
(g)
|
“No
Agency
In
case of Party A, it is entering into this Agreement, any Credit
Support
Document and any other document relating to this Agreement and
each
Transaction hereunder as principal and not as agent or in any capacity,
fiduciary or otherwise, and no other person has an interest herein,
and in
case of Party B, it is entering into this Agreement, any Credit
Support
Document and any other document relating to this Agreement and
each
Transaction hereunder solely as agent for the Holders of the Auction
Notes
(as such term is defined in the Auction Administration Agreement
and as
authorized therein), and no other person, other than the Holders
of the
Auction Notes, has an interest
herein.
|
|
(h)
|
Legal
and Beneficial Owner
It
will be the legal and beneficial owner of any securities it is
required to
deliver under this Agreement and any Transaction at the time of
each
delivery, free from all liens, charges, equities, rights of pre-emption
or
other security interests or encumbrances whatsoever, unless otherwise
expressly provided in a Confirmation for a Transaction, and such
securities will not constitute “restricted securities” or “control stock”
under the Securities Act (as defined
below).
|
|
(i)
|
US
Federal Securities Laws
Each party represents to the other party
that:
|
|
(i)
|
It
is a “qualified institutional buyer” as defined in Rule 144A under the
United States Securities Act of 1933, as amended (the “Securities
Act”);
and
|
|
(ii)
|
It
understands that certain Transactions under the Agreement may constitute
the purchase or sale of “securities” as defined in the Securities Act and
understands that any such purchase or sale of securities will not
be
registered under the Securities Act and that any such Securities
Transactions may not be reoffered, resold, pledged, sub-participated
or
otherwise transferred except (x) in accordance with the Agreement,
(y)
pursuant to an effective registration statement under the Securities
Act
or pursuant to an exemption from the registration requirements
of the
Securities Act and (z) in accordance with any applicable securities
laws
of any state of the United States.
|
|
(j)
|
Financial
Institution Status
In
the case of Party A, it is a “financial institution”, in that it engages,
will engage and holds itself out as engaging in “financial contracts,” as
a counterparty on both sides of one or more “financial markets” (as such
quoted terms are defined in Regulation EE of the US Federal Reserve
Board,
12 C.F.R. Part 231) and it fulfills at least one of the quantitative
tests
contained in such Regulation EE (12 C.F.R. §231(a)(1) or
(a)(2)).”
|
|
(f)
|
Swap
Exemption
Each party hereto represents to the other party on and as of the
date
hereof and on each date on which a Transaction is entered into
between
them hereunder, that it is an “eligible contract participant” as defined
in Section 1a(12) of the Commodity Exchange Act, as
amended.
|
|
(g)
|
Relationship
between Parties
In
connection with the negotiation of, the entering into, of this
Agreement,
and any other documentation relating to this Agreement to which
it is a
party or that it is required by this Agreement to deliver, each
party
hereby represents and warrants, and, in connection with the negotiation
of, the entering into, and the confirming of the execution of each
Transaction, each party will be deemed to represent, to the other
party as
of the date hereof (or, in connection with any Transaction, as
of the date
which it enters into such Transaction) that (absent a written agreement
between the parties that expressly imposes affirmative obligations
to the
contrary for that Transaction and in accordance with Section
3(g)):
|
|
(i)
|
Non-Reliance
It
is acting for its own account, and it 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 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 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.
|
|
(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 that Transaction. It is also
capable of
assuming, and assumes, the risks of that Transaction. It has determined
to
its satisfaction whether or not the rates, prices or amounts and
other
economic terms of each Transaction and the indicative quotations
(if any)
provided by the other party reflect those in the relevant market
for
similar transactions, and all trading decisions have been the result
of
arm’s length negotiations between the
parties.
|
|
(iii)
|
Status
of Parties
The other party is not acting as a fiduciary for or an adviser
to it in
respect of that Transaction.
|
|
(iv)
|
Related
Transactions It
is aware that each other party to this Agreement and its Affiliates
may
from time to time (A) take positions in instruments that are identical
or
economically related to a Transaction or (B) have an investment
banking or
other commercial relationship with the issuer of an instrument
underlying
a Transaction.
|
|
(h)
|
Additional
Representations of Party B
Party B hereby acknowledges and agrees that (i) with respect to
this
Agreement and each Transaction, Party B will maintain, and be in
full
compliance with, all operative and constituent documents of Party
B, and
(ii) each Transaction will also comply in all respects with all
applicable
laws, rules, regulations, interpretations, guidelines, procedures,
and
policies of applicable governmental and regulatory authorities
affecting
Party B or the performance of its obligations
hereunder.
|
|
(i)
|
Confidential
Information
Each party may share any information concerning the other party
with any
of its Affiliates.
|
|
(j)
|
Waiver
of Jury Trial
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN
ANY PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY
TRANSACTION.
|
|
(k)
|
Consent
to Telephonic Recording
Each party hereto consents to the monitoring or recording, at any
time and
from time to time, by the other party of the telephone conversations
of
trading and marketing personnel of the parties and their authorized
representatives in connection with this Agreement or any Transaction
or
potential Transaction; and the parties, waive any further notice
of such
monitoring or recording and agree to give proper notice and obtain
any
necessary consent of such personnel or any such monitoring or
recording.
|
|
No
Bankruptcy Petition
Party A agrees that it will not, prior to the date that is one
year and
one day following the termination of the Sale and Servicing Agreement,
acquiesce, petition or otherwise invoke or cause Party B to invoke
the
process of any governmental authority for the purpose of commencing
or
sustaining a case (whether voluntary or involuntary) against Party
B under
any bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or similar law or proceeding or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other
similar
official of Party B or any substantial part of its property or
ordering
the winding-up or liquidation of the affairs of Party B; provided,
that this provision shall not restrict or prohibit Party A from
joining
any other person in any bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceedings already commenced
or
other analogous proceedings already commenced under applicable
law; and
provided,
further,
that this provision shall not constitute a waiver by Party A of
its right
to the proceeds of any bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceedings instituted by
third
parties against Party B under applicable
law.
|
|
(m)
|
Notice
of Transfer or Amendment
Party A and Party B acknowledge and agree to provide prior written
notice
to the Rating Agencies (as such term is defined in the Sale and
Servicing
Agreement) of any transfer or amendment of this Agreement or any
Confirmation.
|
|
(n)
|
Ratings
Event
|
|
(i)
|
If
(1)
the short-term unsecured debt rating of Party A is at any time
not at
least “P-1” (without regard to whether such rating may be on negative
watch) by ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”),
(2) the long-term unsecured debt rating of Party A is at any time
not at
least "A2" (without regard to whether such rating may be on negative
watch) by Moody's, (3) if Party A has a short-term unsecured debt
rating
from Standard and Poor's Ratings Service, a division of The ▇▇▇▇▇▇-▇▇▇▇
Companies, Inc. ("S&P"),
such rating is at any time not at least "A-1" or (4) if Party A
does not
have a short-term unsecured debt rating from S&P, the long-term
unsecured debt rating of Party A from S&P is at any time not at least
"A+" (such occurrence, a “Ratings
Event”
and such ratings the “Approved
Ratings Threshold”),
Party A shall within 30 days of such Ratings Event, at its own
cost and
subject to the Rating Agency Condition, either (A) assign all its
rights
and obligations under this Agreement to a substitute party selected
by
Party A who meets or exceeds (or whose Credit Support Provider
meets or
exceeds) the Approved Ratings Threshold, (B) obtain a guaranty
of another
person selected by Party A who meets or exceeds the Approved Ratings
Threshold or (C) deliver collateral, in an amount sufficient to
maintain
the then-current ratings of the Auction Notes pursuant to a Credit
Support
Annex.
|
|
(ii)
|
Notwithstanding
anything to the contrary in this Part 5(n), if (1) the short-term
unsecured debt rating of Party A is at any time not at least “P-2”
(without regard to whether such rating may be on negative watch)
by
Moody’s, (2) the long-term unsecured debt rating of Party A is at any
time
not at least "A3" (without regard to whether such rating may be
on
negative watch) by Moody's, or (3) the long-term unsecured debt
rating of
Party A is at any time not at least "BBB-" by S&P (or is withdrawn),
Party A shall at its own expenses and subject to the Rating Agency
Condition, with respect to S&P only, comply with clause (A) or (B)
above of Part 5(n)(i) within ten (10)
days.
|
|
(iii)
|
For
purposes of this Agreement, “Rating
Agency Condition”
means, with respect to any particular proposed act or omission
to act
hereunder that the party acting or failing to act must consult
with
Moody’s and S&P and receive from Moody’s and S&P a prior written
confirmation that the proposed action or inaction would not cause
a
downgrade or withdrawal of the then-current rating of the Auction
Notes.
|
|
(o)
|
Transfer
Notwithstanding Section 7 of this Agreement and subject to the
Rating
Agency Condition, Party A and any applicable Credit Support Provider
shall
have the right to transfer their respective rights and obligations
hereunder to a substitute counterparty provided that such substitute
counterparty (or such substitute counterparty’s Credit Support Provider)
shall have a credit rating of its long-term debt obligations no
lower than
the current rating of the long-term debt obligations of Party
A.
|
| (p) |
Additional
Information.
Party A hereby agrees to cooperate in a commercially reasonable
manner
with any requests from Party B to provide any information required
pursuant to Item 1119 of Regulation AB under the Securities Act
of 1933.
The parties hereby agree, that if Party A, acting in a commercially
reasonable manner, cannot comply with a request by Party B for
such
additional information, Party A shall transfer its rights and obligations
hereunder to a transferee pursuant to Part 5(o)
above.
|
| (q) |
Rating
Agency Condition for Amendment.
In
addition to the requirements of Section 9, this Agreement will
not be
amended unless the Rating Agency Condition has first been
met.
|
|
(r)
|
Compliance
with Regulation AB
|
|
(i)
|
It
shall be a swap disclosure event ("Swap Disclosure Event") if,
at any time
after the date hereof, until such date that the Auction Notes are
no
longer required to make public reports under the Securities Exchange
Act
of 1934, as amended, the Depositor or the Sponsor notifies Party
A that
the aggregate "significance percentage" (calculated in accordance
with the
provisions of Item 1115 of Regulation AB) of all derivative instruments
provided by Party A and any of its affiliates to Party B (collectively,
the "Aggregate Significance Percentage") is 10% or
more.
|
|
(ii)
|
Upon
the occurrence of a Swap Disclosure Event, Party A, at its own
cost and
expense (and without any cost
or expense to, or liability of, Party B, the Depositor, the Sponsor,
the
Underwriters, the Indenture Trustee, or the Issuing Entity), shall
take
one of the following actions:
|
|
(a)
|
provide
to the Sponsor and the Depositor: (i) if the Aggregate Significance
Percentage is 10% or more, but less than 20%, the information
required
under Item 1115(b)(1) of Regulation AB or (ii) if the Aggregate
Significance Percentage is 20% or more, within five (5) Business
Days, the
financial information required under Item 1115(b)(2) of Regulation
AB,
(each, "Swap Financial Disclosure");
or
|
|
(b)
|
not
withstanding anything to the contrary in Part 5(o) of this Agreement,
assign its rights and delegate its obligations under the Transaction
to a
counterparty with the Approved Ratings Thresholds (or which satisfies
the
Rating Agency Condition), that (x) provides the information specified
in
clause (a) above to the Depositor and Sponsor and (y) enters
into an ISDA
Master Agreement and related documentation substantially similar
to the
documentation then in place between Party A and Party B and subject
to
prior notification to the Rating Agencies, provided, that satisfaction
of
the Rating Agency Condition shall be required in regards to S&P only
for any transfer of any Transactions under this clause (b) unless
such
transfer is in connection with the assignment and assumption
of this
Agreement by such substitute counterparty without modification
of its
terms other than the following terms: party name, dates relevant
to the
effective date of such transfer, tax representations (provided
that the
representations in Part 2(a) are not modified) and any other
representations regarding the status of the substitute counterparty
of the
type included in Section (g) of this Part 5 and notice information
(in
which case, Party A shall provide written notice to S&P with respect
thereto); or
|
|
(c)
|
subject
to the Rating Agency Condition and subject to any interpretative
guidance
issued by the Securities and Exchange Commission that determines
that such
Swap Financial Disclosure provided by an affiliate of Party A
satisfies
the requirement of Item 1115 of Regulation AB, obtain a guaranty
of Party
A’s obligations under this Agreement from an affiliate of Party
A that is
able to provide the applicable Swap Financial Disclosure satisfactory
in
form and substance to the Sponsor and the Depositor, and cause
such
affiliate to provide to the Sponsor and the Depositor such Swap
Financial
Disclosure within five (5) Business
Days
|
|
(iii)
|
For
so long as the Aggregate Significance Percentage is 10% or more
and a Swap
Disclosure Event is continuing, Party A shall provide any updates
to the
information provided pursuant to clause (ii) above to the Sponsor
and the
Depositor within five (5) Business Days following availability
thereof
(but in no event more than 45 days after the end of each of Party
A's
fiscal quarter for any quarterly update, and in no even more than
90 days
after the end of each of Party A's fiscal year for any annual
update).
|
|
(iv)
|
All
information provided pursuant to clauses (ii) and (iii) above shall
be in
a form suitable for conversion to the format required for filing
by the
Depositor with the Commission via the Electronic Data Gathering
and
Retrieval System (▇▇▇▇▇). In addition, any such information, if
audited,
shall be accompanied by any necessary auditor's consents to the
extent
required by Regulation AB or, if such information is unaudited
and if
required by the provisions of Regulation AB, shall be accompanied
by an
appropriate agreed-upon procedures or comparable letter from Party
A's
accountants. If permitted by Regulation AB, any such information
may be
provided by reference to or incorporation by reference from reports
filed
pursuant to the Exchange Act.
|
In
Witness Whereof,
Party A
and Party B have caused this Schedule to be duly executed as its act and
deed as
of the date first written above.
CREDIT
SUISSE INTERNATIONAL
By /s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. Hyruniuk
Title: Authorized Signatory
By /s/
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇
FARGO BANK, N.A.,
not
in
its individual capacity but solely as Securities Administrator under the
Sale
and Servicing Agreement, acting
as
Auction Administrator and intermediary agent for the Holders of the Auction
Notes
By /s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
 |
CREDIT
SUISSE INTERNATIONAL
|
|||
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇
▇▇▇ ▇▇▇
|
Telephone
▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇.▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
|
|||
Facsimile
Cover Sheet
| To: |
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity but solely
as Securities
Administrator under the Sale and Servicing Agreement (referred
to below),
acting as Auction Administrator for the benefit of the Holders
of the
Auction Notes
|
|
Attention:
|
NY
IRP Incoming Documentation Team
|
|
Fax
number:
|
▇▇
▇▇▇ ▇▇▇ ▇▇▇▇
|
| Date: |
April
27, 2007
|
| Pages (including cover page): |
5
|
Our
Reference No: External ID: 9396004 / Risk ID: 571150061
Credit
Suisse International has entered into a transaction with you as attached.
Please
find attached a letter agreement (the "Confirmation") which confirms the
terms
and conditions of the above transaction.
If
you
agree with the terms specified therein, please
arrange for the Confirmation to be signed by your authorised
signatories
and
return a signed copy to this office to the facsimile listed below.
|
For
Interest Rate Products:
Telephone
Numbers: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇.▇▇▇-▇▇▇-▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
|
|
For
Equity Derivatives:
Telephone
numbers: (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
|
|
For
Credit Derivatives:
Telephone
Numbers: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇.▇▇▇-▇▇▇-▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
|
|
We
are delighted to have entered into this transaction with
you.
CONFIDENTIALITY
NOTICE: This facsimile is intended only for the use of the individual or
entity
to which it is addressed and may contain information which is privileged
and
confidential. If the reader of this message is not the intended recipient
or an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution
or
copying of this communication is strictly prohibited. If you have received
this
communication in error, please notify us immediately by telephone and return
the
original message to us by mail. Thank you.
April
27,
2007
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity but solely as Securities
Administrator under the Sale and Servicing Agreement (referred to below),
acting
as Auction Administrator for the benefit of the Holders of the Auction
Notes
External
ID: 9396004
Dear
Sir/Madam
The
purpose of this letter agreement (this "Confirmation")
is to
confirm the terms and conditions of the Transaction entered into between
us on
the Trade Date specified below (the "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 the Auction Administrator.
|
1.
|
The
definitions and provisions contained in the 2000 ISDA Definitions
(as
published by the International Swaps and Derivatives Association,
Inc.)
are incorporated into this Confirmation. In the event of any
inconsistency
between those definitions and provisions and this Confirmation,
this
Confirmation will govern.
|
|
This
Confirmation supplements, forms part of, and is subject to, the
1992 ISDA
Master Agreement dated as of April 27, 2007 as amended and supplemented
from time to time (the "Agreement"),
between CSIN and the Counterparty. All provisions contained in
the
Agreement govern this Confirmation except as expressly modified
below.
|
All
terms
used herein and not otherwise defined are given their meaning in the Sale
and
Servicing Agreement dated as of April 1, 2007, for TMST ▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Mortgage Securities Trust 2007-2, as Issuer (the "Issuer"),
▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc., as Initial Seller and Sponsor, ▇▇▇▇▇▇▇▇▇
Mortgage Funding, Inc., as Seller, Structured Asset Securities Corporation,
as
Depositor, ▇▇▇▇▇ Fargo Bank, N.A., as Master Servicer and Securities
Administrator (the "Securities
Administrator"),
and
LaSalle Bank National Association, as Indenture Trustee (the "Indenture
Trustee"),
as
amended and supplemented from time to time (the "Sale
and Servicing Agreement")
or, if
not defined in the Sale and Servicing Agreement, in the Auction Administration
Agreement, dated as of April 27, 2007 between ▇▇▇▇▇ Fargo Bank, N.A., as
auction
administrator, and CSIN (the "Auction
Administration Agreement").
In
the event of an inconsistency between the terms defined in the Sale and
Servicing Agreement or the Auction Administration Agreement and this
Confirmation, this Confirmation will govern.
|
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 Transaction to which this Confirmation
relates are
as follows:
|
|
Trade
Date:
|
April
27, 2007.
|
|
Effective
Date:
|
April
27, 2007.
|
|
Auction
Payment Date:
|
The
Payment Date in April 2012.
|
|
Termination
Date:
|
The
earlier to occur of (i) the Auction Payment Date and (ii) the
date on
which the Class Principal Amount of each of the Reference Obligations
has
been reduced to zero.
|
|
Reference
Obligations:
|
The
Class A-1, Class A-2A, Class A-2B, Class A-3A and Class A-3B
Notes issued
on April 27, 2007 pursuant to the Indenture dated as of April
1, 2007
among the Issuer, the Indenture Trustee and the Securities
Administrator.
|
|
CSIN
Floating Amount:
|
The
sum of the Auction Deficiency Amounts, defined below for each
Reference
Obligation.
|
|
CSIN
Payment Date:
|
The
Auction Payment Date.
|
|
Counterparty
Floating Amount:
|
The
sum of the Auction Excess Amounts for each Reference
Obligation.
|
|
Counterparty
Payment Date:
|
The
Auction Payment Date.
|
|
Auction
Deficiency Amount:
|
With
respect to each Reference Obligation, an amount in USD equal
to the
excess, if any, of (a) the aggregate Par Price of the Auction
Notes
constituting such Reference Obligation over (b) the aggregate
Auction
Proceeds of the Auction Notes constituting such Reference
Obligation.
|
|
Auction
Excess Amount:
|
With
respect to each Reference Obligation, the amount equal to the
excess, if
any, of (a) the aggregate Auction Proceeds of the Auction Notes
constituting such Reference Obligation over (b) the aggregate
Par Price of
the Auction Notes constituting such Reference
Obligation.
|
|
Business
Day:
|
New
York and any other city in which the corporate Trust Office
of the
Securities Administrator is
located.
|
|
Calculation
Agent:
|
CSIN.
|
|
3.
|
Other
Provisions:
|
Upfront
Payment:
|
Upfront
Payer:
|
Counterparty
|
|
Upfront
Payment Amount:
|
USD
3,025,000
|
|
4.
|
Account
Details:
|
|
Payments
to CSIN:
|
As
advised separately in writing.
|
|
Payments
to Counterparty:
|
▇▇▇▇▇
Fargo Bank, NA
|
|
ABA
121 000 248
|
|
Account
Number: ▇▇▇▇▇▇▇▇▇▇
|
|
Account
Name: Corporate Trust Clearing
FFC:
▇▇▇▇▇▇▇▇▇ 07 2 Swap Proceeds
Account
|
|
Number:
▇▇▇▇▇▇▇▇
|
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 authorised 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.
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/
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name: Vittorio Sciloja
Title: Authorized Signatory
Confirmed
as of the date first written above:
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity but solely as Securities
Administrator under the Sale and Servicing Agreement, acting as Auction
Administrator for the benefit of the Holders of the Auction Notes
By:
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Vice President