EX-10.7






Exhibit 10.7




CONFIRMATION




	 	 	 
	Date:

To:

	 	December 19, 2006

St. Andrew Funding Trust






	 	 	 	 	 
	18400 Von Karman, Suite 1000

	Irvine, CA 92616
	 	 	 	 
	Attention: Mr. Kevin Cloyd

	Telephone: 949-862-7941
	 	 	 	 
	Facsimile No: 949-224-5750

	From:
	 	ABN AMRO Bank N.V.,








London Branch




199 Bishopsgate




London EC2M 3XW




United Kingdom




Attention: Fixed Income Derivatives Documentation




Facsimile: 44 20 7857 9428



Transaction Reference No.



Ladies and Gentlemen:



The purpose of this letter agreement is to set forth the terms and conditions of the Swap
Transaction entered into between ABN AMRO Bank N.V. (“Party A”) and St. Andrew Funding Trust
(“Party B”) on the Trade Date referred to below (the “Transaction”). It constitutes a
“Confirmation” as referred to in the Master 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. (“ISDA”), are incorporated
into this Confirmation. In the event of any inconsistency between the Definitions and the
provisions of this Confirmation, this Confirmation will govern.



1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement,
dated as of December 19, 2006, as further amended, restated and supplemented from time to time (the
“Agreement”), between you and us. All provisions contained in the Agreement shall govern this
Confirmation except as expressly modified below. Unless otherwise defined in this Confirmation or
in the Definitions, capitalized terms used herein have the meanings ascribed to such terms in the
Definitions List attached as Schedule I to the Security Agreement.



2. The terms of the Transaction to which this Confirmation relates are as follows:



	 	 	 
	Trade Date:

Effective Date:

	 	December 19, 2006

December 19, 2006.







	 	 	 	Termination Date: The earlier of (i) the third anniversary of the Effective Date, subject to
extension upon agreement of Party B and Party A (the “Scheduled Termination Date”) and
(ii) the Program Termination Date in accordance with the Agreement.






	 	 	 	Business Day: Any day other than (i) Saturday and Sunday or (ii) a day on which banking
institutions or foreign exchange markets in New York City are authorized or required by
law, regulation or executive order to be closed for business.






	 	 	 	Business Day Convention: Following.






	 	 	 	Notional Amount: With respect to any Payment Date, the notional amount of this Transaction
will equal the product of (i) the Sharing Percentage multiplied by (ii) the sum of (x)
the average aggregate of the aggregate Outstanding Purchase Price of all Mortgage Loans
owned by Party B on each day during the related Calculation Period and (y) the average
aggregate amount of any cash and Eligible Investments held by Party B on each day
during the related Calculation Period.






Maximum Notional




	 	 	 	Amount: In no event will the Notional Amount of this Transaction exceed the product of (x)
the Sharing Percentage, and (y) the Facility Size, provided that in no event shall such
amount be greater than USD 1,060,000,000.






	 	 	 	Program Notional






	 	 	 	Amount: This Transaction shall represent USD 1,030,000,000 of the Program Size, or such
other amount as may be provided in a written agreement between the parties hereto,
provided however, that such agreement may not cause the aggregate of the “Program
Notional Amount” as defined in each Interest Rate Swap to be less than the Program Size
on the date of such agreement.






	 	 	 	Sharing Percentage: The percentage expressed as a fraction, the numerator of which is the
Program Notional Amount and the denominator of which is the Program Size.






	 	 	 	Calculation Period: With respect to each Payment Date, the calendar month immediately
preceding such Payment Date; provided, however, solely for purposes of calculating
Issuer Funding Cost and accrued interest received on sales of Mortgage Loans with
respect to each Payment Date, “Calculation Period” shall mean the period from but
excluding the prior Payment Date to and including such Payment Date, except that in
each case (a) the initial Calculation Period will commence on, and include, the
Effective Date and (b) the final Calculation Period will end on, and include, the
Termination Date.






	 	 	 	Payment Dates: The 25th day of each month (or, if any such day is not a Business Day, the
next following Business Day).






	 	 	 	Interim Payment Dates: Each day on which a deposit is made into the Collateral Account in
respect of: (1) proceeds from the sale (other than a sale of a Mortgage Loan, or a
Mortgage Loan subject to sale, to a Seller or the Servicer pursuant to Section 3.3,
3.5(c), 6.2 or 7.1 of the Mortgage Loan Purchase and Servicing Agreement) or
securitization of a Mortgage Loan; or (2) a prepayment in full of a Mortgage Loan (each
such date, a “Loan Termination Date”; and each Mortgage Loan which is sold or
securitized (other than a sale of a Mortgage Loan, or a Mortgage Loan subject to sale,
to a Seller or the Servicer pursuant to Section 3.3, 3.5(c), 6.2 or 7.1 of the Mortgage
Loan Purchase and Servicing Agreement) or prepaid in full is referred to as a
“Terminated Loan”); provided, however, if the Servicer is not notified by 1:00 p.m. New
York City time at least one Business Day in advance that a deposit in respect of (1) or
(2) above is going to be made, such deposit shall be deemed to occur on the Business
Day immediately following the day on which such deposit was made, and the Mortgage Loan
in respect of which such deposit was made shall be deemed to be a Terminated Loan on
the Business Day immediately following the day on which such deposit was made.






	 	 	 	Calculation Agent: The Servicer. Party B shall ensure that the Calculation Agent will
perform its obligations in good faith and shall, (i) provide a report to Party A in
accordance with Section 4.24 of the Mortgage Loan Purchase and Servicing Agreement,
(ii) provide Weekly Loan Tapes to Party A in accordance with Section 4.29 of the
Mortgage Loan Purchase and Servicing Agreement, and (iii) upon the reasonable request
of Party A, provide a certified statement to Party A showing in reasonable detail such
calculations, specifying the source of the calculations and providing copies of all
material documents and information relied upon by the Calculation Agent in performing
its obligations hereunder. Party A acting in good faith may dispute any calculation of
the Calculation Agent and the parties shall use reasonable efforts to resolve any
disputes concerning such calculations. In addition, following the occurrence and
during the continuation of a Swap Failure, the Calculation Agent shall provide Party A
with reasonable advance notice in writing of its calculations of amounts payable under
this Agreement, and Party A shall have the right to confirm such calculations in
advance of any such payment; provided, however, that no such confirmation right shall
limit or reduce the obligations of Party A under this Agreement or result in a delay of
payments of amounts required to be paid hereunder.






	 	3.	 	Party A Floating






Payments:




Party A Floating




	 	 	 	Amount: No later than 11:00 a.m. (New York City time) on each Payment Date, Party A will pay
Party B an amount equal to the excess of (a) the product of (i) the Sharing Percentage
and (ii) the Issuer Funding Cost for such Payment Date, provided that with respect to
any Calculation Period in which Delinquent Loans (for which no Servicer Monthly
Advances of interest have been made during the related Calculation Period) or Defaulted
Loans exist, the Issuer Funding Cost for such Payment Date shall be multiplied by the
Credit Reduction Factor for such Payment Date, over (b) any amounts previously paid by
Party A in respect of payments for accrued interest on Extended Notes as a Party A
Accrued Interest Payment made since the preceding Payment Date. For the avoidance of
doubt, the amount of each Party A Floating Amount actually payable (if any) with
respect to any Payment Date shall be calculated after giving payment netting pursuant
to Part 4(j) of the Schedule.






Party A Interim




	 	 	 	Floating Amount: No later than 11:00 a.m. (New York City time) on each Interim Payment Date,
Party A will pay Party B an amount equal to the product of (i) the Sharing Percentage
and (ii) the sum of all Partial Termination Payments with a positive value for all
Partial Terminations effected on such date. Notwithstanding anything herein to the
contrary, on any Business Day (other than a Payment Date, Interim Payment Date or
Accrued Interest Payment Date) on which a net payment in respect of a Party A Interim
Floating Amount is due and payable from Party A in an amount less than $100,000,
Party A shall postpone such net payment until the earlier to occur of (x) the
immediately succeeding Payment Date, Interim Payment Date, or Accrued Interest Payment
Date and (y) the immediately succeeding Business Day on which aggregate net payments in
respect of Party A Interim Floating Amounts are due and payable from Party A in an
amount equal to or greater than $100,000, provided, further that after the occurrence
of a Termination Event under the Mortgage Loan Purchase and Servicing Agreement, the
Party A Interim Floating Amount shall be deemed to be zero on the day the Collateral
Agent issues a notice to the Swap Counterparties that confirms that as of the
immediately preceding date, (i) there are sufficient funds in the Collateral Account,
after giving effect to all payments required on such date pursuant to Sections
2.01(b), 6.03(a) and 6.03(b) of the Security Agreement, to pay all
principal payments (including, in the case of each Class of Extended Notes issued upon
conversion of the related Class of Secured Liquidity Notes, the aggregate face amount
of such Class of Secured Liquidity Notes, or in the case of the Secured Liquidity Notes
issued on an interest bearing basis, the Principal Component and accrued interest of
such Class of Secured Liquidity Notes, on all Notes outstanding up to and including
their Expected Maturities and their Final Maturities or Final Payment Dates, as
applicable, or (ii) all outstanding Notes are paid in full.






Party A Accrued




	 	 	 	Interest Payment: Party A will pay an amount equal to the product of (i) the Sharing
Percentage and (ii) the accrued and unpaid interest on Extended Notes paid in full on
the related Accrued Interest Payment Date.






Party A Accrued




	 	 	 	Interest Payment Date: Any Business Day (other than a Payment Date) on which any Extended
Notes are paid in full (an “Accrued Interest Payment Date”).






	 	4.	 	Party B






Payments:




Party B First




	 	 	 	Floating Amount: No later than 11:00 a.m. (New York City time) on each Payment Date, Party B
will pay Party A an amount equal to the sum of (X) the product of (i) the Sharing
Percentage and (ii) (A) minus (B) where (A) equals the sum of (i) the aggregate amount
of the interest and any penalties (including prepayment penalties and prepayment
premiums to the extent not previously paid on an Interim Payment Date) on the Mortgage
Loans received by Party B with respect to the related Calculation Period and deposited
into the Collateral Account on or prior to such Payment Date, (ii) reinvestment income
received during the related Calculation Period on amounts on deposit in the Collateral
Account and (iii) reinvestment income received during the related Calculation Period on
amounts on deposit in the Reserve Fund and paid into the Collateral Account pursuant to
Section 6.05(b) of the Security Agreement, and where (B) equals the sum of (i) the
Allocated Expenses payable on such Payment Date (including the Servicing Fee paid to
the Servicer for the related Calculation Period), (ii) the Acquisition Date Accrued
Interest for the related Calculation Period and (iii) the Designated Excess Spread
Amount for such Payment Date, and (Y) the Swap Fee.






Party B Interim




	 	 	 	Floating Amount: No later than 11:00 a.m. (New York City time) on each Interim Payment Date,
Party B will pay Party A an amount equal to the product of (i) the Sharing Percentage
and (ii) the absolute value of all negative Partial Termination Payments for all
Partial Terminations effected on such date, provided, however, that the negative
Partial Termination Payment for any Terminated Loan shall not exceed the excess, if
any, of (x) the Adjusted Fair Market Value of such Terminated Loan on the date it
became a Terminated Loan, over (y) the Outstanding Purchase Price of such Terminated
Loan.





Party B Second




	 	 	 	Floating Amount: To the extent that Party B has available funds, an amount equal to the
product of (x) the Sharing Percentage, and (y) any amounts due and payable to the Swap
Counterparties pursuant to Section 6.03(b)(xii) of the Security Agreement in
accordance with the priorities of payment set forth therein.





	 	 	 
	Party B Second Floating

Amount Payment Dates:

	 	

Any Payment Date.






Party B Third




	 	 	 	Floating Amount: To the extent that Party B has available funds, an amount equal to the
product of (x) the Sharing Percentage, and (y) any amounts due and payable to the Swap
Counterparties pursuant to clause Tenth of Section 2.01(b) of the
Security Agreement in accordance with the priorities of payment set forth therein.





	 	 	 
	Party B Third Floating

Amount Payment Dates:

	 	

Any Business Day.







	 	 	 	Party B Fixed Amount: No later than 11:00 a.m. (New York City time) on the Business
Day following the early termination of this Transaction (unless Party A is the
Defaulting Party or Affected Party thereunder or an Accounting Treatment Change has
occurred), Party B shall pay Party A an amount equal to the product of (a) the Sharing
Percentage, times (b) 0.0010, times (c) 0.40, times (d) the Program Size, times (e) the
actual number of days from and including the date of such early termination to, but
excluding, the Scheduled Termination Date, divided by 360.






	 	5.	 	Accounting Treatment






	 	 	 	Termination: Following the occurrence of any Accounting Treatment Change and notice
thereof by Party A to Party B, Party B may designate an Early Termination Date
with regard to this Transaction without a replacement swap counterparty upon
satisfaction of the following conditions: (a) the sum of (I) any reduction in
the Program Size and (II) any increase in the Program Notional Amount of any
other Interest Rate Swap (as defined therein) shall be equal to or greater than
the Program Notional Amount and (b) before designation of such Early
Termination Date, the Program Size shall be reduced by an amount equal to or
greater than such Program Notional Amount of this Transaction. Notwithstanding
Section 6(e) or any other provision of this Agreement and this Confirmation,
upon the designation of an Early Termination Date pursuant to this paragraph,
no termination payments or any other amounts shall be payable under Section
6(e) or any other provision of this Agreement or this Confirmation by either
party, except (A) each party shall make all payments pursuant to this
Confirmation through and including such Early Termination Date; and (B) without
duplication of the amounts payable pursuant to the foregoing clause (A), Party
A shall pay to Party B the unpaid Amounts owing to Party B by Party A as of the
Early Termination Date and Party B shall pay to Party A the Unpaid Amounts
owing to Party A by Party B as of the Early Termination Date pursuant to this
Confirmation, and neither party shall have any further liability in respect of
the termination of this Transaction.






As used herein, the term “Accounting Treatment
Change” shall mean (x) the determination by auditors for
Party A that all or any portion of the Mortgage Loans and
other assets of Party B should be included on the
consolidated balance sheet of Party A, or (y) any good faith
determination by Party A that its costs incurred in
connection with this Agreement have increased due to change
in applicable accounting, income tax or bank regulatory rules
or regulations.




	 	6.	 	Early Termination: (i) Notwithstanding anything in the Agreement and/or this
Confirmation to the contrary, nothing herein shall affect the rights of Party A if
Party B is the Defaulting Party or Affected Party. In the event that an Event of
Default or Termination Event has occurred and is continuing and Party A is the sole
Defaulting Party or sole Affected Party, Party A and Party B agree as follows:






(1) Party A shall give immediate written notice of such Event
of Default or Termination Event to Party B, the Servicer,
Moody’s and S&P.




(2) Commencing with the date of such Event of Default or
Termination Event, Party A shall use its reasonable efforts
to cooperate with Party B and the Servicer to transfer Party
A’s rights and duties hereunder to (or otherwise procure a
replacement transaction with terms substantially similar to
this Transaction with) a successor to Party A having a
short-term unsecured and unguaranteed debt rating of “A l+”
by S&P and “P 1” by Moody’s and, if rated by Fitch, “F1+” by
Fitch and a long-term debt rating of at least “AA ” by S&P
and “Aa3” by Moody’s and, if rated by Fitch, “AA-“ by Fitch
(a “Successor Counterparty”).




(3) If no Successor Counterparty is appointed and the
requirements of Section 6(i)(2) of this Confirmation are
otherwise not satisfied within a period following the date of
such Event of Default or Termination Event designated by
Party B in its sole discretion, Party B may, in its sole
discretion, designate an Early Termination Date.




(4) Other than with respect to a transfer resulting from an
Additional Termination Event pursuant to Part 1(g)(i) of the
Schedule, Party A shall bear or otherwise reimburse Party B
and each Servicer for all reasonable costs (excluding any
assignment fee or termination fee) associated with the
actions required by Section 6(i)(2) of this Confirmation.
For the avoidance of doubt, to the extent such costs have
been paid by Party A to Party B pursuant to Section 11 of the
Agreement, such costs will not be included in the calculation
of amounts payable pursuant to this provision of the
Confirmation.




(ii) Upon any transfer of Party A’s rights and obligations
hereunder as a result of the Event of Default or Termination
Event specified in Section 6(i) of this Confirmation to a
Successor Counterparty or the replacement of this Transaction
with a substantially similar transaction with a Successor
Counterparty:




(1) The Calculation Agent shall calculate an amount that
would be payable to (or by) Party A assuming (i) both this
Transaction and any hedge transaction were Terminated
Transactions, (ii) that Section 6(e)(i)(3) of the 1992 ISDA
Multicurrency Cross-Border Master Agreement were applicable,
provided however, following the Market Quotation method, the
Settlement Amount shall be the lowest quotation submitted by
a Reference Market-maker which is also acceptable to the
Successor Counterparty, (iii) that Party A was the Defaulting
Party or the Affected Party (as the case may be) and (iv)
that the Early Termination Date was the date the Successor
Counterparty entered into or assumed such replacement
transaction.




(2) To the extent that the Calculation Agent determines in
Section 6(ii)(1) of this Confirmation that a payment to Party
A would be required, Party B and Party A agree to cause the
Successor Counterparty to pay such amount to Party A and such
amount shall constitute satisfaction in full of the
obligations of Party B to Party A in respect of the
assignment of this Transaction to the Successor Counterparty.




(3) To the extent that the Calculation Agent determines in
Section 6(ii)(1) of this Confirmation that Party A would be
required to make a payment, Party A and Party B agree that
Party A will pay such amount to the Successor Counterparty
and such amount shall constitute satisfaction in full of the
obligations of Party A to Party B in respect of the
assignment of the Transaction to the Successor Counterparty.




	 	7.	 	Definitions: In this Confirmation,






“Adjusted Fair Market Value” means, with respect to
any Mortgage Loan and any date of determination, the Market
Value of such Mortgage Loan on the related Closing Date for
Party B’s purchase of such Mortgage Loan, reduced by any
principal payments received by Party B with respect to such
Mortgage Loan on or after the related Closing Date and prior
to such date of determination.




“Credit-Adjusted Price” (i) with respect to a
Terminated Loan which is a Delinquent Loan or a Defaulted
Loan shall mean the hypothetical sales proceeds in cash, as
determined in good faith by the Calculation Agent, that would
be received in connection with the sale of a Reference
Mortgage Loan to a Qualified Purchaser on the date such
Delinquent Loan or Defaulted Loan, as the case may be,
becomes a Terminated Loan; provided that (ii) following a
Swap Failure or a Servicer Event of Default, if (x) the
aggregate Outstanding Purchase Price of the Delinquent Loans
and Defaulted Loans shall be greater than 10% of the
aggregate Outstanding Purchase Price of all Mortgage Loans
owned by Party B, and (y) Party A undertakes its own good
faith determination of the amount referred in (i) above (a
“quotation”) and such quotation is more than 1.00% lower than
the good faith determination of the Calculation Agent, and
the parties cannot resolve such difference on such Business
Day by negotiating promptly and in good faith, the
Credit—Adjusted Price shall be the Polled Price. In
connection with a determination of the “Polled Price” the
Calculation Agent shall also seek a quotation from a
Qualified Bidder (which shall not be the Rated Bidder).




“Credit Reduction Factor” shall mean as of any
Payment Date, a fraction equal to (i) the average aggregate
Outstanding Purchase Price of the Mortgage Loans owned by
Party B on each day during the related Calculation Period
exclusive of Defaulted Loans and Delinquent Loans (other than
Delinquent Loans for which the Servicer has made Servicer
Monthly Advances) (prior to giving effect to distributions
and allocations on such date) divided by (ii) the sum of the
average aggregate Outstanding Purchase Price of the Mortgage
Loans owned by Party B on each day during the related
Calculation Period.




“Designated Excess Spread Amount” means an amount
equal to the product of (x) 0.25%, (y) the sum of the Average
Outstanding Purchase Price of the Mortgage Loans with respect
to the related Calculation Period and the average of the cash
and Eligible Investments held by Party B on each day during
the related Calculation Period, times (z) the actual number
of days in the related Calculation Period, divided by 365.




“Issuer Funding Cost” shall mean, with respect to any
Calculation Period, an amount equal to the sum of (i) with
respect to a Calculation Period in which occurred the
Expected Maturity of interest-bearing Secured Liquidity
Notes, the amount of accrued interest on such Notes from and
including the respective issuance dates to but excluding the
respective Expected Maturity (for the avoidance of doubt
including without limitation any such accrued interest paid
with the proceeds of the Capitalized Interest Component of
additional classes of Secured Liquidity Notes), (ii) with
respect to a Calculation Period in which occurred the
Expected Maturity of non-interest bearing Secured Liquidity
Notes, the amount of accrued discount on such Notes from and
including the respective issuance dates to but excluding the
respective Expected Maturity (for the avoidance of doubt
including without limitation any such accrued discount paid
with the proceeds of the Capitalized Interest Component of
additional classes of Secured Liquidity Notes), (iii) with
respect to any Calculation Period immediately prior to a
Distribution Date for Extended Notes, the amount of accrued
and unpaid interest payable in respect of the Extended Notes
on such Distribution Date and (iv) with respect to any
Calculation Period immediately preceding a Payment Date for
the Subordinated Notes, the amount of accrued and unpaid
interest payable in respect of the Subordinated Notes on such
following Payment Date.




“Loan Termination Date” has the meaning set forth in
the section entitled “Interim Payment Dates.”




“Partial Termination” means the occurrence of a Loan
Termination Date.




“Partial Termination Payment” means an amount, which
may be positive or negative, calculated with respect to each
Terminated Loan (I) which is sold by, or on behalf of,
Party B or securitized equal to the difference between (i)
the Outstanding Purchase Price of such Terminated Loan and
(ii) (A) if the Partial Termination occurs with respect to a
non-Delinquent Loan or non-Defaulted Loan, the sales proceeds
(net of any accrued interest if determinable on such date) of
the Mortgage Loan to which the Partial Termination relates
(which sales proceeds in the case of a bundled whole loan
sale or a securitization shall equal the sales proceeds for
the related bundle of loans or securitization) and (B) if the
Partial Termination occurs with respect to a Delinquent Loan
or Defaulted Loan, the Credit-Adjusted Price or (II) which
results from a prepayment in full of such Mortgage Loan equal
to (i) the Outstanding Purchase Price of such Mortgage Loan
less (ii) the principal payments (including prepayment
penalties and prepayment premiums) that were deposited in the
Collateral Account on or prior to such date. To the extent
that the Partial Termination Payment is a positive number,
Party A shall pay such amount to Party B and to the extent
that it is a negative number, Party B shall pay to Party A an
amount equal to the absolute value thereof.




“Polled Price” shall mean, for purposes of each
Interest Rate Swap, (x) if three or more Swap Counterparties
and the Qualified Bidder prepare quotations under their
respective Interest Rate Swaps, or in response to the request
of the Calculation Agent (as the case may be), the quotation
remaining (if exactly three quotations are prepared) or the
arithmetic mean of the quotations (if more than three
quotations are prepared) without regard to the quotations
having the highest and lowest values, (y) if two Swap
Counterparties and the Qualified Bidder, or one Swap
Counterparty and the Qualified Bidder, prepare quotations
under their respective Interest Rate Swaps, the arithmetic
mean of the quotations, and (z) if one Swap Counterparty or
the Qualified Bidder prepares a quotation under its Interest
Rate Swap, or in response to the request of the Calculation
Agent, the arithmetic mean of such quotation and the
determination by the Calculation Agent under (i) of the
definition of “Credit-Adjusted Price.”




“Program Termination Date” shall mean the date all
outstanding Secured Liquidity Notes, Extended Notes and
Subordinated Notes are paid in full or redeemed in accordance
with the Security Agreement and the Indenture.




“Qualified Purchaser” shall mean a regular purchaser
in the market for mortgage loans similar to the Mortgage
Loans.




“Reference Mortgage Loan” shall mean a hypothetical
mortgage loan used by the Calculation Agent for the purposes
of determining the Credit-Adjusted Price with respect to a
Terminated Loan that is a Delinquent Loan or a Defaulted Loan
which is otherwise substantially similar to such Delinquent
Loan or Defaulted Loan in all respects, including interest
rate, principal balance, cash flows, lien position and all
other payment characteristics, except that such mortgage loan
is not a Delinquent Loan or Defaulted Loan, as the case may
be.




“Security Agreement” means the Security Agreement,
dated as of December 19, 2006, by and between Deutsche Bank
Trust Company Americas, as Collateral Agent, and Party B, as
such agreement may be amended, modified or supplemented from
time to time.




“Swap Failure” means the occurrence of an event
described in Sections 11.2(d) or 11.2(e)(ii)
of the Mortgage Loan Purchase and Servicing Agreement.




“Swap Fee” means, with respect to any Payment Date
occurring on or after the Swap Fee Effective Date, the
product of (a) 0.0010, times (b) the current Swap Fee
Notional Amount for the relevant Calculation Period, times
(c) the actual number of days from and including the
preceding Payment Date (or the Swap Fee Effective Date, in
the case of the first Payment Date occurring on or after the
Swap Fee Effective Date) to, but excluding, such Payment
Date, divided by 360.




“Swap Fee Effective Date” means the earlier of (x)
the Series 2007-A Closing Date (as defined in the Series
2007-A Supplement), and (y) January 31, 2007.




“Swap Fee Notional Amount” means, with respect to any
Payment Date the higher of (i) the Notional Amount, and (ii)
the product of the Sharing Percentage multiplied by 40% of
the Program Size.




“Terminated Loan” has the meaning set forth in the
section entitled “Interim Payment Dates.”



8. Payment Instructions:



	 	 	 
	Party A

	 	Party B
	 
	 	 
	[insert]

	 	The Collateral Account under the Security Agreement






1




Please confirm that the foregoing correctly sets forth the terms and conditions of our
agreement by returning an executed copy of this Confirmation to us.


Yours sincerely,



	 	 	 
	ABN AMRO BANK N.V.

By: /s/ Pippa Gran

	 	



	 
	 	 
	 

	 
	 	 
	Name:

	 	Pippa Gran






	 	 	 
	 	 	Title:	 	 	Authorized Signatory
	 	 	By: /s/ Stuart Ware-Lane
	 	 	Name:	 	 	Stuart Ware-Lane





Title: Authorized Signatory



Confirmed as of the date first written:


ST. ANDREW FUNDING TRUST


By: Christiana Bank & Trust Company, not in its individual capacity but solely as Owner Trustee


By: /s/ James M. Young


Name: James M. Young

Title: Vice President




2