Document/Exhibit Description Pages Size
1: 8-K Current Report 6 30K
2: EX-4.1 Instrument Defining the Rights of Security Holders 293 1.00M
3: EX-99.1 Miscellaneous Exhibit 40 284K
12: EX-99.10 Miscellaneous Exhibit 6 22K
13: EX-99.11 Miscellaneous Exhibit 11 50K
14: EX-99.12 Miscellaneous Exhibit 11 47K
15: EX-99.13 Miscellaneous Exhibit 10 38K
4: EX-99.2 Miscellaneous Exhibit 6 25K
5: EX-99.3 Miscellaneous Exhibit 18 89K
6: EX-99.4 Miscellaneous Exhibit 34 133K
7: EX-99.5 Miscellaneous Exhibit 15 66K
8: EX-99.6 Miscellaneous Exhibit 2 13K
9: EX-99.7 Miscellaneous Exhibit 7 27K
10: EX-99.8 Miscellaneous Exhibit 13 54K
11: EX-99.9 Miscellaneous Exhibit 9 31K
Exhibit 99.2
LEHMAN BROTHERS
Transaction
Date: 28 July, 2006
To: Countrywide Home Loans, Inc.
Attention: Documentation Unit
From: Lehman Brothers Special Financing Inc.
Mandy Lee - Confirmations Group
Facsimile: (+1) 646-885-9551 (United States of America)
Telephone: 212-526-9257
Ref. Numbers: Risk ID: 1264835L / Effort ID: N1010978 / Global Deal ID:
2603493
---------------------------------------------------------------------------
Dear Sir or Madam:
The purpose of this communication (this "Confirmation") is to confirm the
terms and conditions of the transaction (the "Transaction") entered into
between Lehman Brothers Special Financing Inc. ("Party A") and Countrywide
Home Loans, Inc. ("Party B") on the Trade Date specified below. This
Confirmation constitutes a "Confirmation" as referred to in the Agreement
specified below.
This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 06 June, 1996, as amended and supplemented from
time to time, between Party A and Party B (the "Agreement"). All provisions
contained in the Agreement shall govern this Confirmation except as expressly
modified below.
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 the terms of this Confirmation, this
Confirmation will govern. For the purpose of the Definitions, references
herein to a "Transaction" shall be deemed to be references to a "Swap
Transaction".
Party A and Party B each represents that entering into the Transaction is
within its capacity, is duly authorized and does not violate any laws of its
jurisdiction of organization or residence or the terms of any agreement to
which it is a party. Party A and Party B each represents that (a) it is not
relying on the other party in connection with its decision to enter into this
Transaction, and neither party is acting as an advisor to or fiduciary of the
other party in connection with this Transaction regardless of whether the
other party provides it with market information or its views; (b) it
understands the risks of the Transaction and any legal, regulatory, tax,
accounting and economic consequences resulting therefrom; and (c) it has
determined based upon its own judgment and upon any advice received from its
own professional advisors as it has deemed necessary to consult that entering
into the Transaction is appropriate for such party in light of its financial
capabilities and objectives. Party A and Party B each represents that upon due
execution and delivery of this Confirmation, it will constitute a legally
valid and binding obligation, enforceable against it in accordance with its
terms, subject to applicable principles of bankruptcy and creditors' rights
generally and to equitable principles of general application.
LEHMAN BROTHERS SPECIAL FINANCING INC.
LEHMAN BROTHERS INC.
745 SEVENTH AVENUE, NEW YORK NY 10019
The terms of the particular Transaction to which this Confirmation relates are
as follows:
General Terms:
Trade Date: 24 July, 2006
Effective Date: 28 July, 2006
Termination Date: 25 July, 2011
For purposes of the final Calculation
Period on the Floating Amounts,
Termination Date will be subject to
adjustment in accordance with the
Following Business Day Convention, and
for purposes of the final Calculation
Period on the Fixed Amounts,
Termination Date will be subject to No
Adjustment.
Notional Amount: With respect to each Calculation
Period, the lesser of (i) the Notional
Amount as set forth in Appendix A
attached hereto and (ii) the aggregate
Principal Balance of the Reference
Assets on or about the 15th calendar
day of each month, commencing in the
month of August 2006.
Referenced Assets: CWABS Inc. Asset-Backed Certificates,
Series 2006-13, Class 2-AV (Cusip:
23242EAG4), Class 3-AV-1 (Cusip:
23242EAH2), Class 3-AV-2 (Cusip:
23242EAJ8), Class 3-AV-3 (Cusip:
23242EAK5), Class MV-1 (Cusip:
23242EAL3), Class MV-2 (Cusip:
23242EAM1), Class MV-3 (Cusip:
23242EAN9), Class MV-4 (Cusip:
23242EAP4), Class MV-5 (Cusip:
23242EAQ2), Class MV-6 (Cusip:
23242EAR0), Class MV-7 (Cusip:
23242EAS8), Class MV-8 (Cusip:
23242EAT6), and Class BV (Cusip:
23242EAU3).
Principal Balance: As reported on Bloomberg Financial
Services, Inc. ("Bloomberg"): by
entering the Cusip, [Mtge],
type "pdi4", [Go]. If Bloomberg fails
to publish the aggregate Principal
Balance of the Referenced Assets or
the parties fail to agree on the
aggregate Principal Balance of the
Referenced Assets for any Calculation
Period, the aggregate Principal
Balance of the Referenced Assets shall
be determined by the Calculation Agent
pursuant to the Pooling and Servicing
Agreement, dated as of 01 July, 2006,
by and among CWABS, Inc. as depositor,
Countrywide Home Loans, Inc. as a
seller, Park Monaco Inc. as a seller,
Park Sienna LLC as a seller,
Countrywide Home Loans Servicing LP as
master servicer, The Bank of New York
as trustee, and The Bank of New York
Trust Company, N.A., as co-trustee.
Risk ID: 1264835L / Effort ID: N1010978 / Global Deal ID: 2603493
Page 2 of 6
Floating Amounts:
Floating Amount Payer: Party A
Floating Amount Payer Period End The 25th calendar day of each month,
Dates: from and including 25 August, 2006 to
and including the Termination Date,
subject to adjustment in accordance
with the Following Business Day
Convention.
Floating Amount Payer Payment One (1) Business Days prior to each
Dates: Floating Amount Payer Period End Date.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 month
Spread: Inapplicable
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period
Fixed Amounts:
Fixed Amount Payer: Party B
Fixed Amount Payer Period End The 25th calendar day of each month,
Dates: from and including 25 August, 2006 to
and including the Termination Date, with
No Adjustment of Period End Dates.
Fixed Amount Payer Payment Dates: The 25th calendar day of each month,
from and including 25 August, 2006 to
and including the Termination Date,
subject to adjustment in accordance
with the Following Business Day
Convention.
Fixed Rate: 5.65% per annum
Fixed Rate Day Count Fraction: 30/360
Business Days: New York
Additional Payment: Party A shall pay Party B the sum of
USD 2,225,000.00 on the Effective Date
subject to adjustment in accordance
with the Following Business Day
Convention.
Risk ID: 1264835L / Effort ID: N1010978 / Global Deal ID: 2603493
Page 3 of 6
Additional Provision:
Netting: With respect to each Calculation Period, if a Net
Payment Amount for such Calculation Period is owed by
Party A, then such Net Payment Amount shall be paid by
Party A to Party B on the Floating Amount Payer
Payment Date, and if a Net Payment Amount for such
Calculation Period is owed by Party B, then such Net
Payment Amount shall be paid by Party B to Party A on
the Fixed Amount Payer Payment Date.
Where,
Net Payment Amount shall mean, for a Calculation
Period, the excess of the larger aggregate amount
payable and currently owed by one party over the
smaller aggregate amount payable and currently owed by
the other party.
Miscellaneous:
Calculation Agent: As stated in the Agreement.
Office: For the purposes of this Transaction,
Party A is not a Multibranch Party,
and the Office of Party B is its
Head Office.
Account Details:
Account Details of Party A: JPMorgan Chase Bank, New York
ABA #: 021000021
A/C of Lehman Brothers Special
Financing Inc.
A/C # 066-143-543
Account Details of Party B: To be provided
Please confirm your agreement with the foregoing by executing this
Confirmation and returning such Confirmation, in its entirety, to us at
facsimile number (+1) 646-885-9551 (United States of America), Attention:
Confirmations Group.
Yours sincerely, Accepted and agreed to:
Lehman Brothers Special Financing Inc. Countrywide Home Loans, Inc.
By: /s/ Anatoly Kozlov By: /s/ Brad Coburn
Name: Anatoly Kozlov Name: Brad Coburn
Title: Authorized Signatory Title: Managing Director
Risk ID: 1264835L / Effort ID: N1010978 / Global Deal ID: 2603493
Page 4 of 6
Appendix A
Calculation Periods up to but Notional Amount (in USD):
excluding the Payment Date
scheduled to occur:
25 August, 2006 960,000,000
25 September, 2006 953,193,765
25 October, 2006 945,224,392
25 November, 2006 936,099,516
25 December, 2006 925,831,095
25 January, 2007 914,435,458
25 February, 2007 902,217,376
25 March, 2007 889,833,958
25 April, 2007 876,358,698
25 May, 2007 861,824,484
25 June, 2007 846,268,558
25 July, 2007 829,732,392
25 August, 2007 812,261,552
25 September, 2007 794,006,382
25 October, 2007 774,961,985
25 November, 2007 755,185,323
25 December, 2007 734,736,446
25 January, 2008 713,678,202
25 February, 2008 692,075,939
25 March, 2008 670,304,767
25 April, 2008 649,277,356
25 May, 2008 628,970,791
25 June, 2008 609,362,194
25 July, 2008 590,429,440
25 August, 2008 572,151,130
25 September, 2008 543,025,175
25 October, 2008 515,662,979
25 November, 2008 489,959,477
25 December, 2008 465,816,115
25 January, 2009 443,138,331
25 February, 2009 420,889,635
25 March, 2009 407,085,222
25 April, 2009 393,735,127
25 May, 2009 380,824,332
25 June, 2009 368,338,320
25 July, 2009 356,263,054
25 August, 2009 344,584,966
Risk ID: 1264835L / Effort ID: N1010978 / Global Deal ID: 2603493
Page 5 of 6
25 September, 2009 333,020,180
25 October, 2009 321,853,523
25 November, 2009 311,070,702
25 December, 2009 300,657,972
25 January, 2010 290,602,110
25 February, 2010 280,890,398
25 March, 2010 271,704,462
25 April, 2010 262,819,986
25 May, 2010 254,227,032
25 June, 2010 245,915,992
25 July, 2010 237,877,573
25 August, 2010 151,138,450
25 September, 2010 148,207,439
25 October, 2010 145,332,230
25 November, 2010 142,511,775
25 December, 2010 139,745,041
25 January, 2011 137,031,018
25 February, 2011 134,368,712
25 March, 2011 131,757,151
25 April, 2011 129,195,378
25 May, 2011 126,682,456
25 June, 2011 124,217,010
25 July, 2011 121,795,820
Risk ID: 1264835L / Effort ID: N1010978 / Global Deal ID: 2603493
Page 6 of 6
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