Current Report — Form 8-K
Filing Table of Contents
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
EX-99.13 — Miscellaneous Exhibit
| EX-99.13 | 1st Page of 10 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 99.13
[Ambac logo]
Ambac Assurance Corporation
Certificate Guaranty Insurance Policy One State Street Plaza, 15th Floor
New York, New York 10004
Telephone: (212) 668-0340
Insured Obligations: Policy Number: AB1013BE
CWABS Asset-Backed Certificates
Trust 2006-13,
Asset-Backed Certificates,
Series 2006-13,
Class 1-AF Certificates
Premium:
As specified in the endorsement
attached hereto and made a part
hereof
Ambac Assurance Corporation (Ambac), a Wisconsin stock insurance corporation, in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.
Ambac will make such payments to the Trustee from its own funds on the later of
(a) one (1) Business Day following notification to Ambac of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to Ambac, transferring to Ambac
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. Ambac shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, Ambac shall have no further obligation hereunder in respect
of such Insured Amounts.
In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from Ambac to the extent of such recovery if sufficient
funds are not otherwise available.
This Policy is noncancelable byAmbac for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of Ambac, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, Ambac hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to Ambac, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.
In witness whereof, Ambac has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon Ambac by virtue
of the countersignature of its duly authorized representative.
[Ambac Seal]
/s/ Robert J. Genader /s/ Anne G. Gill
President Secretary
Effective Date: July 28, 2006 /s/ Jeffrey Nabi
Authorized Representative
EXECUTED VERSION
----------------
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming part Effective Date of Endorsement:
of July 28, 2006
Certificate Guaranty
Insurance Policy No. AB1013BE
issued to:
The Bank of New York
as Trustee for the Holders of CWABS, Inc.
Asset-Backed Certificates, Series 2006-13
Class 1-AF Certificates.
For all purposes of this Policy, the following terms shall have the
following meanings:
"Agreement" shall mean, for purposes of the Policy, the Pooling and
Servicing Agreement.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State of
California, the State of New York or the cities in which the Corporate Trust
Office of the Trustee is located, are authorized or obligated by law or
executive order to be closed.
"Class 1-AF Available Funds" shall mean, with respect to any Class of
Class 1-AF Certificates and any Distribution Date, funds allocated from
amounts available pursuant to the Agreement to make distributions on that
Class on such Distribution Date, other than any Insured Amounts.
"Class 1-AF Certificates" shall mean the CWABS Asset-Backed Certificates
Trust 2006-13, Asset-Backed Certificates, Series 2006-13, Class 1-AF
Certificates, substantially in the form set forth in Exhibits A-1 through A-6
to the Agreement.
"Class 1-AF Certificate Insurer" shall mean Ambac Assurance Corporation,
or any successor thereto, as issuer of this Policy.
"Class 1-AF Premium" or "Premium" shall mean, with respect to this
Policy and any Distribution Date, the amount that accrues at the Premium
Percentage on a balance equal to the Certificate Principal Balance of the
Class 1-AF Certificates on each Distribution Date (after giving effect to any
distributions of principal to be made on such Distribution Date). The Class
1-AF Premium shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.
"Class 1-AF Realized Loss Amount" shall mean the amount equal to the
excess of (x) the Certificate Principal Balance of the Class 1-AF Certificates
for such Distribution Date (after taking into account all distributions to be
made on such Distribution Date) over (y) the sum of
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1
and the amount on deposit in the Pre-Funding Account in respect of Loan Group
1 for such Distribution Date, after taking into account all distributions to
be made on such Distribution Date.
"Deficiency Amount" shall mean (a) for any Class of Class 1-AF
Certificates and for any Distribution Date prior to the Final Scheduled
Distribution Date, the sum of (1) the excess, if any, of the Current Interest
on that Class of Class 1-AF Certificates net of any interest shortfalls
resulting from Prepayment Interest Shortfalls and any interest shortfalls
resulting from the application of the Relief Act, or similar state or local
laws, over Class 1-AF Available Funds allocable to that Class for such
Distribution Date and (2) the Class 1-AF Realized Loss Amount allocable to
that Class, if any, (b) for the Final Scheduled Distribution Date, an amount
equal to the sum of (1) the excess, if any, of the Current Interest on each
Class of Class 1-AF Certificates net of any interest shortfalls resulting from
Prepayment Interest Shortfalls and any interest shortfalls resulting from the
application of the Relief Act, or similar state or local laws, over the Class
1-AF Available Funds allocable to that Class for such Distribution Date and
(2) the Certificate Principal Balance of the Class 1-AF Certificates on such
Final Scheduled Distribution Date (after taking into account all distributions
to be made to the Class 1-AF Certificates on such Distribution Date); and (c)
for any date on which the acceleration of that Class has been directed or
consented to by the Class 1-AF Certificate Insurer, the excess of (i) the
amount required to pay the outstanding Certificate Principal Balance of that
Class in full, together with accrued and unpaid interest thereon through the
date of payment of that Class over (ii) the Class 1-AF Available Funds for
that Class and for that Distribution Date.
"Distribution Date": The 25th day of any month, or if such 25th day is
not a Business Day, the Business Day immediately following such 25th day,
commencing in August 2006.
"Due for Payment" shall mean with respect to an Insured Amount, the
Distribution Date on which Insured Amounts are due and payable pursuant to the
terms of the Agreement.
"Final Scheduled Distribution Date" shall mean the Distribution Date
in January 2037.
"First Distribution Date" shall mean August 25, 2006.
"Holder" shall mean the registered owner or beneficial owner of any
Class 1-AF Certificate, but shall not include the Trustee, the Co-Trustee, the
Sellers, the Depositor, the Master Servicer or any of their respective
affiliates.
"Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time), dated as of
July 28, 2006, by and among the Class 1-AF Certificate Insurer, CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as Sponsor and 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.
"Insured Amounts" shall mean, with respect to any Class of Class 1-AF
Certificates and any Distribution Date, the Deficiency Amount for such Class
and Distribution Date.
2
"Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Class 1-AF Certificate Insurer to
the Trustee in respect of (i) Insured Amounts for a Distribution Date and (ii)
Preference Amounts for any given Business Day.
"Late Payment Rate" shall mean for any Distribution Date, the lesser of
(i) the greater of (a) the rate of interest, as it is publicly announced by
Citibank, N.A. at its principal office in New York, New York as its prime rate
(any change in such prime rate of interest to be effective on the date such
change is announced by Citibank, N.A.) plus 2% and (b) the then applicable
highest rate of interest on any of the Class 1-AF Certificates and (ii) the
maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days.
"Nonpayment" shall mean, with respect to any Distribution Date, an
Insured Amount is Due for Payment but has not been paid pursuant to the
Agreement.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by facsimile substantially in the form of Exhibit A to
this Policy, subsequently confirmed in writing, the original of which is sent
by registered or certified mail, from the Trustee specifying the Insured
Amount or Preference Amount which shall be due and owing on the applicable
Distribution Date.
"Policy" shall mean this Certificate Guaranty Insurance Policy together
with each and every endorsement thereto.
"Pooling and Servicing Agreement" shall mean the Pooling and Servicing
Agreement, dated as of July 1, 2006, 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, as such agreement may be amended, modified or
supplemented from time to time.
"Preference Amount" shall mean any payment of principal or interest on a
Class 1-AF Certificate which has become Due for Payment and which was made to
a Holder by or on behalf of the Trust, which has been deemed a preferential
transfer and was previously recovered from the Holder pursuant to the United
States Bankruptcy Code in accordance with a final, non-appealable order a
court of competent jurisdiction.
"Premium Percentage" shall mean 0.13% per annum.
"Reimbursement Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Class 1-AF Certificate Insurer,
but for which the Class 1-AF Certificate Insurer has not been reimbursed prior
to such Distribution Date pursuant to Section 4.04 of the Agreement, plus (ii)
interest accrued on such Insured Payments not previously repaid, calculated at
the Late Payment Rate from the date such Insured Payments were made, and (y)
(i) any other amounts then due and owing to the Class 1-AF Certificate Insurer
under the Insurance Agreement, but for which the Insurer has not been
reimbursed prior to such Distribution Date
3
pursuant to Section 4.04 of the Agreement plus (ii) interest on such amounts
at the Late Payment Rate.
"Trustee" shall mean The Bank of New York or its successor-in-interest,
in its capacity as Trustee under the Agreement, or if any successor trustee
shall be appointed as provided therein, then "Trustee" shall also mean such
successor trustee, as the case may be, subject to the provisions thereof.
Capitalized terms used herein as defined terms and not otherwise defined
herein shall have the meaning assigned to them in the Agreement, without
regard to any amendment or modification thereof, unless such amendment or
modification has been approved in writing by the Class 1-AF Certificate
Insurer.
Notwithstanding any other provision of the Policy, the Class 1-AF
Certificate Insurer will pay any Insured Amount payable hereunder no later
than 12:00 noon, New York City time, on the later of (i) the Distribution Date
on which the related Insured Amount is Due for Payment and (ii) the second
Business Day following receipt in New York, New York on a Business Day by the
Class 1-AF Certificate Insurer of a Notice; provided that, if such Notice is
received after 12:00 noon, New York City time, on such Business Day, it shall
be deemed to be received on the following Business Day. If any such Notice is
not in proper form or is otherwise insufficient for the purpose of making a
claim under the Policy, it shall be deemed not to have been received for
purposes of this paragraph, and the Class 1-AF Certificate Insurer shall
promptly so advise the Trustee and the Trustee may submit an amended or
corrected Notice.
The Class 1-AF Certificate Insurer shall pay any Preference Amount when
due to be paid pursuant to the Order referred to below, but in any event no
earlier than the third Business Day following receipt by the Class 1-AF
Certificate Insurer of (i) a certified copy of a final, non-appealable order
of a court or other body exercising jurisdiction in such insolvency proceeding
to the effect that the Trustee or Holder, as applicable, is required to return
such Preference Amount paid during the term of this Policy because such
payments were avoided as a preferential transfer or otherwise rescinded or
required to be restored by the Trustee or Holder (the "Order"), (ii) a notice
by or on behalf of the Trustee or Holder that the Order has been entered and
is not subject to any stay, (iii) an assignment, in form and substance
satisfactory to the Class 1-AF Certificate Insurer, duly executed and
delivered by the Trustee or Holder, as applicable, irrevocably assigning to
the Class 1-AF Certificate Insurer all rights and claims of the Trustee or
Holder relating to or arising under the Agreement against the estate of the
Trust or otherwise with respect to such Preference Amount and (iv) a Notice
(in the form attached hereto as Exhibit A) appropriately completed and
executed by the Trustee; provided, that if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be deemed to
be received on the following Business Day; provided, further, that the Class
1-AF Certificate Insurer shall not be obligated to make any payment in respect
of any Preference Amount representing a payment of principal on the Class 1-AF
Certificates prior to the time the Class 1-AF Certificate Insurer would have
been required to make a payment in respect of such principal pursuant to the
first paragraph of the Policy. Such payment shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order, and not to the
4
Trustee or the Holder directly, unless the Holder has made a payment of the
Preference Amount to the court or such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, in which
case the Class 1-AF Certificate Insurer will pay the Holder, subject to the
delivery of (a) the items referred to in clauses (i), (ii), (iii) and (iv)
above to the Class 1-AF Certificate Insurer and (b) evidence satisfactory to
the Class 1-AF Certificate Insurer that payment has been made to such court or
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order.
The Class 1-AF Certificate Insurer shall be subrogated to the rights of
each Holder to the extent of any payment by the Class 1-AF Certificate Insurer
under the Policy.
The Class 1-AF Certificate Insurer hereby agrees that if it shall be
subrogated to the rights of Holders by virtue of any payment under this
Policy, no recovery of such payment will occur unless the full amount of the
Holders' allocable distributions for such Distribution Date can be made. In so
doing, the Class 1-AF Certificate Insurer does not waive its rights to seek
full payment of all Reimbursement Amounts owed to it hereunder or under the
Agreement.
The Policy does not cover shortfalls, if any, attributable to Prepayment
Interest Shortfalls, any shortfalls resulting from the application of the
Relief Act or similar state or local law or any Net Rate Carryover allocable
to the Class 1-AF Certificates, nor does the Policy guarantee to the Holders
of the Class 1-AF Certificates any particular rate of principal payment. In
addition, the Policy does not cover shortfalls, if any, attributable to the
liability of the Trust, any REMIC or the Trustee for withholding taxes, if
any, (including interest and penalties in respect of any liability for
withholding taxes) nor any risk other than Nonpayment, including the failure
of the Trustee or Paying Agent to make any payment required under the
Agreement to the Holders of the Class 1-AF Certificates.
The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy on each Distribution Date as
provided in Section 4.04 of the Agreement, and which shall be an amount equal
to 1/12th of the product of (i) the Premium Percentage and (ii) the aggregate
Certificate Principal Balance of the Class 1-AF Certificates on each
Distribution Date (after giving effect to any distributions of principal to be
made on such Distribution Date); provided that the initial regular premium of
$44,703.75 and an additional premium of $200,000.00 will both be paid on the
Closing Date.
THE INSURANCE PROVIDED BY THE POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.
Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the
above mentioned Policy other than as above stated.
5
To the extent the provisions of this endorsement conflict with the
provisions in the above-mentioned Policy, the provisions of this endorsement
shall govern.
The Policy and the obligations of the Class 1-AF Certificate Insurer
thereunder will terminate without any action on the part of the Class 1-AF
Certificate Insurer or any other person on the date following the later to
occur of (i) the date that is one year and one day following the date on which
all amounts required to be paid on the Class 1-AF Certificates have been paid
in full and (ii) if any proceeding referenced in the last paragraph which
begins on page 4 of this Policy Endorsement has been commenced on or prior to
the date specified in clause (i) of this paragraph, the 30th day after the
entry of a final, non-appealable order in resolution or settlement of such
proceeding. Upon termination of this Policy, the Trustee shall deliver the
original of the Policy to the Class 1-AF Certificate Insurer.
No person other than the Trustee shall be entitled to present the
Notice.
No waiver of any rights or powers of the Class 1-AF Certificate Insurer,
the Holders or the Trustee or consent by any of them shall be valid unless
signed by an authorized officer or agent thereof.
This Policy is issued under and pursuant to, and shall be construed in
accordance with, the laws of the State of New York, without giving effect to
the conflict of laws principles thereof.
The Class 1-AF Certificate Insurer's obligations under the Policy will
be discharged to the extent that funds are received by the Trustee for payment
to the Holders of the Class 1-AF Certificates whether or not those funds are
properly paid by the Trustee. Payments of Insured Amounts will be made only at
the time set forth herein, and no accelerated payments of Insured Amounts will
be made regardless of any acceleration of the Class 1-AF Certificates, unless
the acceleration is at the sole option of the Class 1-AF Certificate Insurer.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
6
IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this
endorsement to the Policy to be signed by its duly authorized officers
/s/ Kathleen Drennen /s/ Jeffrey Nabi
-------------------------- ------------------------
Title: Assistant Secretary Title: Managing Director
EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
--------------------------------------------
Policy No. AB1013BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS AND PREFERENCE AMOUNTS
Date: [ ]
Ambac Assurance Corporation
One State Street Plaza
New York, NY 10004
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No. AB1013BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Pooling and Servicing Agreement, dated as of July 1,
2006, 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 (the
"Agreement), as the case may be, unless the context otherwise requires.
The Trustee hereby certifies as follows:
1. The Trustee is the Trustee under the Agreement for the
Holders.
2. The relevant Distribution Date is [date].
3. Payment on the Class 1-AF Certificates in respect of the
Distribution Date is due to be received on
_________________________ under the Agreement in an amount
equal to $_________.
4. [There is an Insured Amount of $______________ in respect of
the Class 1-AF Certificates, which amount is Due for Payment
pursuant to the terms of the Agreement.]
[There is a Preference Amount of $______________ in respect
of the Class 1-AF Certificates, which is due and payable
pursuant to the terms of the Agreement.]
5. The Trustee has not heretofore made a demand for the
[Insured Amount] [Preference Amount] in respect of the
Distribution Date.
A-1
6. The Trustee hereby requests the payment of the [Insured
Amount that is Due For Payment] [Preference Amount] be made
by Ambac under the Policy and directs that payment under the
Policy be made to the following account by bank wire
transfer of federal or other immediately available funds in
accordance with the terms of the Policy to:
______________________________ (Trustee's account number).
7. The Trustee hereby agrees that, following receipt of the
[Insured Amount] [Preference Amount] from Ambac, it shall
(a) hold such amounts in trust and apply the same directly
to the distribution of payment on the Class 1-AF
Certificates when due; (b) not apply such funds for any
other purpose; (c) deposit such funds to the Class 1-AF
Policy Payments Account and not commingle such funds with
other funds held by Trustee and (d) maintain an accurate
record of such payments with respect to each certificate and
the corresponding claim on the Policy and proceeds thereof.
ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE
COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF
CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE
OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A
CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE
CLAIM FOR EACH SUCH VIOLATION.
By:
------------------------------
Trustee
Title:
------------------------------
(Officer)
A-2
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 8/25/06 | | 3 | | | | | 10-D |
| Filed on: | | 8/11/06 |
| For Period End: | | 7/28/06 | | 1 | | 3 | | | 8-K |
| | 7/1/06 | | 4 | | 9 |
| List all Filings |
↑Top
Filing Submission 0000905148-06-005314 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 1:53:41.1pm ET 