CONFIRMATION
TO: | Wells Fargo Bank, N.A., not individually but solely as trustee for Carrington Mortgage Loan Trust, Series 2007-RFC1 with respect to the Carrington Mortgage Loan Trust, Series 2007-RFC1 Asset-Backed Pass-Through Certificates |
| 9062 Old Annapolis Road |
| Columbia, Maryland 21045 |
| |
Attention: | Client Manager-Carrington Mortgage Loan Trust, 2007-RFC1 |
Telephone: | (410) 884-2000 |
Facsimile: | (410) 715-2380 |
| |
FROM: | Swiss Re Financial Products Corporation |
| 55 East 52nd Street |
| New York, New York 10055 |
Attention: | Head of Operations |
Telephone: | (212) 407-7322 |
Facsimile. | (917) 322-7201 |
| |
CC: | |
Attention: | Head of Legal |
Facsimile: | (212) 317-5474 |
| |
DATE: | January 25, 2007 |
Transaction Reference Number: 1236882 - Class A Certificates
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and conditions of the transaction entered into between Wells Fargo Bank, N.A., not individually but solely as trustee for Carrington Mortgage Loan Trust, Series 2007-RFC1 with respect to the Carrington Mortgage Loan Trust, Series 2007-RFC1 Asset-Backed Pass-Through Certificates, and Swiss Re Financial Products Corporation, a corporation organized under the laws of the State of Delaware (each a “party” and together “the parties”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified in paragraph 1 below. In this Confirmation, “Party A” means Swiss Re Financial Products Corporation, and “Party B” means Carrington Mortgage Loan Trust, Series 2007-RFC1, by Wells Fargo Bank, N.A., not individually but solely as trustee for Carrington Mortgage Loan Trust, Series 2007-RFC1 with respect to the Carrington Mortgage Loan Trust, Series 2007-RFC1 Asset-Backed Pass-Through Certificates.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (the “Definitions”), are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
Other capitalized terms used herein (but not otherwise defined) shall have the meaning specified in that certain Pooling and Servicing Agreement, dated as of January 1, 2007 (the “Pooling and Servicing Agreement”), among Stanwich Asset Acceptance Company, L.L.C., as Depositor, Residential Funding Company, LLC, as Servicer, and Wells Fargo Bank, N.A., as Trustee (the “Trustee”).
1. This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, the parties agree that for the purposes of this Transaction, this Confirmation will supplement, form a part of, and be subject to that 1992 ISDA Master Agreement (the “Master Agreement”) dated as of January 25, 2007, between the parties. In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, 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: | As set forth in Schedule A attached hereto |
Trade Date: | January 16, 2007 |
Effective Date: | January 25, 2007 |
Termination Date: | September 25, 2010, subject to adjustment in accordance with the Following Business Day Convention with respect to Floating Amounts and subject to No Adjustment with respect to Fixed Amounts. |
Fixed Amounts: | |
Fixed Rate Payer: | Party B |
Fixed Rate Payer Payment Dates: | The business day prior to the 25th of each month subject to adjustment in accordance with the Following Business Day Convention. |
Fixed Rate Payer Period End Dates: | The 25th of each month, commencing on February 25, 2007 and ending on the Termination Date, with No Adjustment. |
Fixed Rate: | 5.10% |
Fixed Rate Day Count Fraction: | 30/360 |
Floating Amounts: | |
Floating Rate Payer: | Party A |
Floating Rate Payer Payment Dates: | The business day prior to the 25th of each month subject to adjustment in accordance with the Following Business Day Convention. |
Floating Rate Payer Period End Dates: | The 25th of each month, commencing on February 25, 2007 in accordance with the Following Business Day Convention. |
Floating Rate for initial Calculation Period: | To be determined |
Floating Rate Option: | USD-LIBOR-BBA |
Designated Maturity: | One month |
Spread: | None |
Floating Rate Day Count Fraction: | Actual/360 |
Reset Date: | First day of each Calculation Period |
Compounding: | Inapplicable |
Floating Rate Payer Upfront Payment: | $1,117,000. Party B shall pay the Floating Rate Payer Upfront Payment on or prior to January 25, 2007, subject to adjustment in accordance with the Following Business Day Convention. |
Business Days: | New York |
Calculation Agent: | Party A; provided, however, if an Event of Default has occurred with respect to Party A, a Reference Market-maker, as designated by Party B, shall be the Calculation Agent. |
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3. Account Details.
Account for payments to Party A:
| PAYMENT INSTRUCTION: | JP Morgan Chase Bank |
| | ABA#: 021-000-021 |
| | Swift: CHASUS33 |
| | For the Account of Swiss Re Financial Products |
| | ACCT #: 066-911184 |
| | |
| Account for payments to Party B: |
| | |
| PAYMENT INSTRUCTION: | Wells Fargo Bank, National Association |
| | ABA#: 121-000-248 |
| | ACCT #: 3970771416 |
| | ACCT NAME: Corporate Trust Clearing |
| | For further credit to ACCT #: 50978601 |
| | REF: Client Manager - Carrington Mortgage Loan Trust 2007-RFC1 |
4. Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning within three (3) Business Days via telecopier an executed copy of this Confirmation. Failure to respond within such period shall not affect the validity or enforceability of this Transaction.
Yours sincerely,
SWISS RE FINANCIAL PRODUCTS CORPORATION
By: /s/ Robert Spuler
Name: Robert Spuler
Title: Senior Vice President
Confirmed as of the date above:
By: WELLS FARGO BANK, N.A., not individually but solely as trustee for Carrington Mortgage Loan Trust, Series 2007-RFC1 with respect to the Carrington Mortgage Loan Trust, Series 2007-RFC1 Asset-Backed Pass-Through Certificates
By: /s/ Darron C. Woodus
Name: Darron C. Woodus
Title: Assistant Vice President
SCHEDULE A to the Confirmation dated as of January 25, 2007,
Re: Reference Number 1236882
Amortization Schedule. Floating Rate Payer Period End Dates shall be subject to adjustment in accordance with the Following Business Day Convention, however, Fixed Rate Payer Period End Dates will use No Adjustment.
From and including | To but excluding | Notional Amount (USD) |
January 25, 2007 | February 25, 2007 | 837,769,000.00 |
February 25, 2007 | March 25, 2007 | 822,320,192.36 |
March 25, 2007 | April 25, 2007 | 805,149,719.36 |
April 25, 2007 | May 25, 2007 | 786,530,928.84 |
May 25, 2007 | June 25, 2007 | 765,106,589.97 |
June 25, 2007 | July 25, 2007 | 740,959,746.57 |
July 25, 2007 | August 25, 2007 | 714,202,251.93 |
August 25, 2007 | September 25, 2007 | 684,976,699.28 |
September 25, 2007 | October 25, 2007 | 653,489,775.37 |
October 25, 2007 | November 25, 2007 | 621,209,045.56 |
November 25, 2007 | December 25, 2007 | 590,415,960.50 |
December 25, 2007 | January 25, 2008 | 561,050,992.57 |
January 25, 2008 | February 25, 2008 | 533,047,106.89 |
February 25, 2008 | March 25, 2008 | 506,340,445.07 |
March 25, 2008 | April 25, 2008 | 480,870,173.67 |
April 25, 2008 | May 25, 2008 | 456,578,339.81 |
May 25, 2008 | June 25, 2008 | 433,409,733.76 |
June 25, 2008 | July 25, 2008 | 411,311,758.14 |
July 25, 2008 | August 25, 2008 | 390,050,208.74 |
August 25, 2008 | September 25, 2008 | 361,330,878.94 |
September 25, 2008 | October 25, 2008 | 319,044,982.05 |
October 25, 2008 | November 25, 2008 | 282,204,816.12 |
November 25, 2008 | December 25, 2008 | 250,079,051.17 |
December 25, 2008 | January 25, 2009 | 222,062,624.24 |
January 25, 2009 | February 25, 2009 | 200,885,522.82 |
February 25, 2009 | March 25, 2009 | 188,442,043.82 |
March 25, 2009 | April 25, 2009 | 176,653,320.35 |
April 25, 2009 | May 25, 2009 | 165,472,707.22 |
May 25, 2009 | June 25, 2009 | 165,472,707.22 |
June 25, 2009 | July 25, 2009 | 165,472,707.22 |
July 25, 2009 | August 25, 2009 | 165,472,707.22 |
August 25, 2009 | September 25, 2009 | 155,635,124.76 |
September 25, 2009 | October 25, 2009 | 145,586,035.18 |
October 25, 2009 | November 25, 2009 | 136,401,037.59 |
November 25, 2009 | December 25, 2009 | 128,004,892.04 |
December 25, 2009 | January 25, 2010 | 120,338,024.03 |
January 25, 2010 | February 25, 2010 | 114,031,206.53 |
February 25, 2010 | March 25, 2010 | 108,486,900.70 |
March 25, 2010 | April 25, 2010 | 103,239,082.11 |
From and including | To but excluding | Notional Amount (USD) |
April 25, 2010 | May 25, 2010 | 98,262,419.20 |
May 25, 2010 | June 25, 2010 | 93,541,758.14 |
June 25, 2010 | July 25, 2010 | 89,063,074.92 |
July 25, 2010 | August 25, 2010 | 84,813,290.63 |
August 25, 2010 | September 25, 2010 | 80,780,062.81 |