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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/12/08 Lehman Mortgage Trust 2008-6 8-K:8,9 8/29/08 5:3.8M Vintage/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 31K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 1.03M 3: EX-99.1 Miscellaneous Exhibit HTML 112K 4: EX-99.2 Miscellaneous Exhibit HTML 1.17M 5: EX-99.3 Miscellaneous Exhibit HTML 60K
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General
Terms:
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Trade
Date:
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27
August, 2008
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Effective
Date:
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25
August, 2008
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Termination
Date:
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The
earlier of (i) the Distribution Date following the date on which
the
Principal Balance of the Reference Asset is reduced to zero, or (ii)
25
February, 2013.
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Notional
Amount:
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USD
41,099,000.00 for the initial Calculation Period and with respect
to each
Calculation Period thereafter, the Principal Balance of the Class
2A1
Certificates on or about the 25th calendar day of each month (or,
if such
day is not a Business Day, the immediately following Business Day),
commencing in the month of September, 2008.
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Referenced
Asset:
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Lehman
Mortgage Trust, Series 2008-6,
Class
2A1 Certificates (CUSIP:
52525F AC7)
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Note
Principal Balance:
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As
reported on Bloomberg Financial Services, Inc. (“Bloomberg”) for the Class
2A1 Certificates from Lehman Mortgage Trust, Mortgage Pass-Through
Certificates, Series 2008-6, by entering Cusip 52525F AC7, <Mtge>,
type “pdi4”, <Go>. If Bloomberg fails to publish the Principal
Balance of the Reference Asset for any Calculation Period, the Principal
Balance of the Reference Asset shall be determined by the Calculation
Agent pursuant to the Trust Agreement.
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Fixed
Amounts:
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Fixed
Amount Payer:
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Party
B
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Fixed
Amount:
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By
its execution hereof and with effect from the Trade Date above Party
A
irrevocably acknowledges receipt of all agreed consideration from
Party B
in respect of this Transaction.
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Floating
Amounts:
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Floating
Amount Payer:
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Party
A
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Floating
Rate:
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The
excess if any of (1) the lesser of (A) 8.28% and (B) USD-LIBOR-BBA
with a
Designated Maturity of one month minus
(2) the Net Funds Cap as observed on the Distribution Date Statement
minus
3.52%.
Provided,
however, that, for purposes of this Confirmation, the definitions
of
“USD-LIBOR-BBA” and “USD-LIBOR Reference Banks” in the Definitions are
hereby amended by deleting all references in such definitions to
“two
London Banking Days” and inserting “two New York and London Banking Days”
in lieu thereof.
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Floating
Rate Payer Period End Dates:
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The
25th
calendar day of each month, from and including 25 September, 2008
to and
including the Termination Date, subject to no
adjustment.
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Early
Payment:
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1
Business Days preceding each Floating Rate Payer Period End
Date.
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Floating
Rate for the initial Calculation Period:
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0.00%
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Floating
Rate Day Count Fraction:
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30/360
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Reset
Dates:
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The
first day of each Calculation Period
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Business
Days:
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New
York
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Collateral:
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Paragraphs
one through thirteen of the standard form ISDA Credit Support Annex
(New
York law) (the “CSA”) are incorporated by reference herein subject to the
elections and modifications set out below. Terms defined in the CSA
have
this same meaning herein.
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Elections
and variables for the purposes of Paragraph 13 of the CSA:
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“Eligible
Collateral” shall
include, for Party A, (A) USD cash at a Valuation Percentage of 100%
and/or (B) negotiable debt obligations issued by the U.S. Treasury
Department having a maturity at issuance of not more than one year
(“Treasury Bills”) at a Valuation Percentage of 99% and/or (C) negotiable
debt obligations issued by the U.S. Treasury Department having a
maturity
at issuance of more than one year but not more than ten years ("Treasury
Notes") at a Valuation Percentage of 98% and/or (D) negotiable debt
obligations issued by the U.S. Treasury Department having a maturity
at
issuance of more than ten years ("Treasury Bonds") at a Valuation
Percentage of 97%.
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“Threshold”
means USD 0 with respect to Party A.
“Minimum
Transfer Amount” means with respect to a party USD 75,000.00.
"Valuation
Agent" means Party A. Notwithstanding Paragraph 4(c), calculations
will
only be provided upon a demand made by Party B.
“Valuation
Date” means the 1st
calendar day of each month.
“Valuation
Time” means the close of business in the location where the relevant
product is traded provided that the calculations of Value and Exposure
will be made as of approximately the same time on the same date.
“Local
Business Day” means a Business Day in New York.
“Notification
Time” means 3.00 p.m., New York time, on a Local Business
Day.
“Value”
For the purpose of Paragraph 5(i)(c) and 5(ii) of the CSA, the Value
of
Posted Credit Support other than Cash will be calculated as
follows:
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With
respect to any Treasury Bills, Treasury Notes, or Treasury Bonds
(referred
to herein as “Government Obligations”) the sum of (I) (x) the bid price
quoted on such date by a mutually acceptable principal market maker
for
such Government Obligations, or (y) if no such quotation is available
from
a principal market maker for such date, such bid price as of the
day, next
preceding such date, on which such quotation was available, in either
case
multiplied by the applicable Valuation Percentage, plus (II) the
accrued
interest on such Government Obligations (except to the extent Transferred
to a party pursuant to any applicable section of this Agreement or
included in the applicable price referred to in (I) of this definition)
as
of such date.
“Interest
Rate” means the rate per annum equal to the overnight Federal Funds Rate
for each day Cash is held by the Secured Party as reported in Federal
Reserve Publication H.15-519.
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Miscellaneous:
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Calculation
Agent:
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Party
A
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Transfer:
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Notwithstanding
Section 7 of the Agreement, Party A may assign its rights and obligations
under this Transaction, in whole and not in part, to any Affiliate
of
Lehman Brothers Holdings Inc. (“Holdings”) effective upon delivery to
Party B of the guarantee by Holdings, in favor of Party B, of the
obligations of such Affiliate.
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Governing
Law:
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The
laws of the State of New York (without reference to choice of law
doctrine).
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Termination
Currency:
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USD
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| 5. |
Payments
on Early Termination.
For the purposes of Section 6(e) of the Agreement, Loss and Second
Method
will be used.
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| 6. |
The
provisions of Section 5(a) (ii), (iii), (iv) and (vii) of the Agreement
will not apply to Party B.
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(a)
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No
Agency. It
is entering into this Transaction as principal (and not as agent
or in any
other capacity, fiduciary or
otherwise).
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(c)
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No
Reliance.
In
connection with the negotiation, entering into and execution of
this
Transaction, Party B acknowledges and agrees that: (i) Party A
is acting
for its own account and not as a fiduciary for, or financial or
investment
advisor to, Party B (or in any similar capacity) regardless of
whether
Party A provides Party B with market information or its views;
(ii) Party
B is not relying upon any communications (whether written or oral)
from
Party A as investment advice or as a recommendation to enter into
this
Transaction (other than the representations expressly set forth
in the
Master Agreement), it being understood that information and explanations
related to the terms and conditions of this Transaction shall not
be
considered investment advice or a recommendation to enter into
this
Transaction; (iii) Party B has not received from Party A any assurance
or
guarantee as to the expected results of this Transaction and understands
the risks of the Transaction; (iv) Party B has consulted with its
own
legal, regulatory, tax, business, investment, financial, and accounting
advisors to the extent it has deemed necessary, and it has made
its own
independent investment, hedging, and trading decisions based upon
its own
judgment and upon any advice from such advisors as it has deemed
necessary
and not upon any view expressed by Party A; and (v) Party B 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.
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| 8 |
Netting
of Payments. Subparagraph
(ii)
of
Section
2(c)
of
the Agreement will not apply to any Transaction between the parties
hereto.
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| 9. |
Limitation
of Liability.
It is expressly understood and agreed by the parties hereto that
(a) this
Confirmation is executed and delivered by the Trustee, not individually
or
personally but solely as trustee of the Supplemental Interest Trust,
in
the exercise of the powers and authority conferred and vested in
it under
the Trust Agreement, (b) each of the representations, undertakings
and
agreements herein made on behalf of the Supplemental Interest Trust
is
made and intended not as a personal representation, undertaking
or
agreement of the Trustee but is made and intended for the purpose
of
binding only the Supplemental Interest Trust and (c) under no
circumstances shall the Trustee be personally liable for the payment
of
any indebtedness or expenses of the Supplement Interest Trust or
be liable
for the breach or failure of any obligation, representation, warranty
or
covenant made or undertaken by the Supplemental Interest Trust
under this
Confirmation.
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| 10. |
Non-Petition.
Lehman Brothers Special Financing Inc. hereby irrevocably and
unconditionally agrees that it will not institute against, or join
any
other person in instituting against, the Party B, any bankruptcy,
reorganization, arrangement, insolvency, or similar proceeding
under the
laws of the United States, or any other jurisdiction until one
year and
one day after the termination of this
Trust.
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| 11. |
Waiver
of Trial By Jury. Insofar
as is permitted by law, each party irrevocably waives any and all
rights
to trial by jury in any legal proceeding in connection with this
Transaction, and acknowledges that this waiver is a material inducement
to
the other party’s entering into this Transaction
hereunder.
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| 12. |
Any
amendments, transfers or assignments of obligations under this
Confirmation shall not be effective unless a Rating Agency
confirms in writing that the rating of any Certificates
issued by the Trust will be unaffected by such
action.
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| 13. |
For
the purpose of calculating both (a) a Settlement Amount in the
event of an
Early Termination of this Transaction pursuant to Section 6 of
the
Agreement and (b) an Exposure with respect to a party on a Valuation
Date
(as defined in the definition of Collateral above), the Notional
Amount,
for each Calculation Period other than the initial Calculation
Period,
shall be an amount that is equal to the outstanding balance of
the Class
2A1 Certificates from the Lehman Mortgage Trust, Mortgage Pass-Through
Certificates, Series 2008-6 applicable to the relevant Calculation
Period,
which shall be obtained from Bloomberg by entering Cusip 52525F
AC7,
<Mtge>, type “cft”, <Go>, entering the CPR (as defined below)
<Go>.
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Yours
sincerely,
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Accepted
and confirmed as of the date first written:
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Lehman
Brothers Special Financing Inc.
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Lehman
Mortgage Trust Mortgage Pass-Through Certificates, Series 2008-6,
By:
Wells Fargo Bank, N.A. not in its individual capacity but solely
as
Trustee
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By:
/s/
Anatoly
Kozlov
Name:
Anatoly Kozlov
Title:
Authorized Signatory
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By:
/s/
Carla S
Walker
Name:
Carla S. Walker
Title:
Vice President
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/12/08 | |||
| For Period End: | 8/29/08 | 8-K, FWP | ||
| List all Filings | ||||