Exhibit 99.2
Deutsche Bank Logo Omitted
Deutsche Bank AG New York
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Date: February 9, 2007
To: COUNTRYWIDE HOME LOANS, INC. ("Party B")
Attn: Documentation Unit
Fax No: 000-000-0000
From: DEUTSCHE BANK AG, NEW YORK BRANCH ("Party A")
Our Reference: Global No. N563177N
The purpose of this letter agreement ("Confirmation") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified
below (the "Transaction") between Party A and Party B.
This Confirmation supersedes any previous Confirmation or other communication
with respect to the Transaction and evidences a complete and binding agreement
between you and us as to the terms of the Swap Transaction to which this
Confirmation relates. This Confirmation is subject to the terms and conditions
of the ISDA Master Agreement dated as of July 18, 1996, between Party A and
Party B and shall form a part of and be subject to that ISDA Master Agreement
(the "Agreement").
The definitions and provisions contained in the 2000 ISDA Definitions (the
"2000 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 2000 Definitions and this Confirmation,
this Confirmation will govern for the purposes of the Transaction. References
herein to a "Transaction" shall be deemed to be references to a "Swap
Transaction" for the purposes of the 2000 Definitions. Capitalized terms used
in this Confirmation and not defined in this Confirmation or the 2000
Definitions shall have the respective meaning assigned in the Agreement.
Capitalized terms used in this Confirmation and not defined in the Agreement,
this Confirmation or the 2000 Definitions shall have the respective meaning
assigned in the Pooling and Servicing Agreement for CWABS, Inc. Asset-Backed
Certificates Trust 2007-1, dated as of January 1, 2007 among CWABS, Inc. as
depositor, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller,
Countrywide Home Loans, Inc. 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 "Pooling and Servicing Agreement").
Each party hereto agrees to make payment to the other party hereto in
accordance with the provisions of this Confirmation and of the Agreement.
Chairman of the Supervisory Board: Xxxxxxx Xxxxxx
Management Board: Xxxxx Xxxxxxxxx (Chairman), Xxxx Xxxxxxxx,
Xxxxxx xxx Xxxxxxxxxx, Xxxxxxx Xx xxxxx, Xxxxxxx-Xxxxx Xxxxxxxx
N563177N
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
General Terms
-------------
Trade Date: January 26, 2007
Effective Date: February 9, 2007
Termination Date: January 25, 2013
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 February 2007.
Reference Assets: CWABS, Inc. Asset-Backed Certificates,
Series 2007-1, Class 1-A (Cusip:
00000XXX0), Class 2-A-1 (Cusip:
00000XXX0), Class 2-A-2 (Cusip:
00000XXX0), Class 2-A-3 (Cusip:
00000XXX0), Class 2-A-4 (Cusip:
00000XXX0), Class M-1 (Cusip:
00000XXX0), Class M-2 (Cusip:
00000XXX0), Class M-3 (Cusip:
00000XXX0), Class M-4 (Cusip:
00000XXX0), Class M-5 (Cusip:
00000XXX0), Class M-6 (Cusip:
00000XXX0), Class M-7 (Cusip:
00000XXX0), Class M-8 (Cusip:
00000XXX0), Class M-9 (Cusip:
00000XXX0) and Class B (Cusip:
00000XXX0).
Principal Balance: As reported on Bloomberg Financial
Services, Inc. ("Bloomberg"): by
entering the Cusip, , type
"pdi4", . If Bloomberg fails to
publish the aggregate Principal
Balance of the Reference Assets or the
parties fail to agree on the aggregate
Principal Balance of the Reference
Assets for any Calculation Period, the
aggregate Principal Balance of the
Reference Assets shall be determined
by the Calculation Agent pursuant to
the Pooling and Servicing Agreement.
Business Days: New York
Floating Amounts
----------------
Floating Amount Payer: Party A
2
Floating Amount Payer Period
End Dates: The 25th calendar day of each month,
from and including February 25, 2007
to and including the Termination Date,
subject to adjustment in accordance
with the Following Business Day
Convention.
Floating Amount Payer
Payment Dates: One (1) Business Day prior to each
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 Dates: The 25th calendar day of each month,
from and including February 25, 2007
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 February 25, 2007
to and including the Termination Date,
subject to adjustment in accordance
with the Following Business Day
Convention.
Fixed Rate: 5.28% per annum
Fixed Rate Day Count Fraction: 30/360
Additional Payment: Party B shall pay Party A the sum of
USD 1,650,000 on the Effective Date
subject to adjustment in accordance
with the Following Business Day
Convention.
Other Provisions
----------------
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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.
Procedural Terms
----------------
Account Details:
Account Details of Party A: Deutsche Bank Trust Company Americas,
New York Acct# 01 473 969
Swift Code: XXXXXX00
Favor of: Deutsche Bank AG, New York
Account Details of Party B: As per Party B's standard settlement
instructions.
Assignment: Party A will not unreasonably withhold
or delay its consent to an assignment
of this Transaction to any other third
party.
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This agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorized officer sign this Confirmation and return it
via facsimile to:
Attention: Derivative Documentation
Telephone: 00 00 0000 0000
Facsimile: 44 20 7545 9761
E-mail: xxxxxxxxxx.xxxxxxxxxxxxx@xx.xxx
This message will be the only form of Confirmation dispatched by us. If you
wish to exchange hard copy forms of this Confirmation, please contact us.
For and on behalf of For and on behalf of
COUNTRYWIDE HOME LOANS, INC. BRANCH DEUTSCHE BANK AG, NEW YORK
/s/ Xxxxxxx X. Xxxxx /s/ Xxxx Xxxxxxx
--------------------------------- -----------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxxx
Title: Managing Director at Title: Vice President
Portfolio Management
Date: February 9, 2007 Date: February 9, 2007
/s/ Xxxxxxx Xxxx
---------------------------------
Name: Xxxxxxx Xxxx
Title: Assistant Vice President
Date: February 9, 2007
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Appendix A
Calculation Periods up to but excluding the Notional Amount (in USD):
Payment Date scheduled to occur:
February 25, 2007 1,965,000,000
March 25, 2007 1,953,360,467
April 25, 2007 1,939,500,116
May 25, 2007 1,923,351,132
June 25, 2007 1,907,135,605
July 25, 2007 1,889,450,991
August 25, 2007 1,869,483,336
September 25, 2007 1,847,672,920
October 25, 2007 1,823,747,246
November 25, 2007 1,797,760,177
December 25, 2007 1,769,773,900
January 25, 2008 1,740,133,549
February 25, 2008 1,524,887,266
March 25, 2008 1,494,499,875
April 25, 2008 1,464,039,826
May 25, 2008 1,433,966,855
June 25, 2008 1,403,155,614
July 25, 2008 1,371,662,570
August 25, 2008 1,322,273,080
September 25, 2008 1,290,621,260
October 25, 2008 1,259,601,763
November 25, 2008 1,229,203,119
December 25, 2008 1,200,655,788
January 25, 2009 1,173,305,792
February 25, 2009 939,679,852
March 25, 2009 917,036,059
April 25, 2009 894,938,820
May 25, 2009 873,371,020
June 25, 2009 853,997,748
July 25, 2009 835,127,178
August 25, 2009 785,514,806
6
Appendix A
Calculation Periods up to but excluding the Notional Amount (in USD):
Payment Date scheduled to occur:
September 25, 2009 766,342,944
October 25, 2009 747,622,810
November 25, 2009 729,333,133
December 25, 2009 711,471,155
January 25, 2010 694,019,288
February 25, 2010 311,733,961
March 25, 2010 307,626,670
April 25, 2010 302,914,409
May 25, 2010 298,539,025
June 25, 2010 294,283,449
July 25, 2010 290,302,383
August 25, 2010 286,288,988
September 25, 2010 282,417,865
October 25, 2010 278,846,013
November 25, 2010 275,064,565
December 25, 2010 271,574,649
January 25, 2011 267,790,366
February 25, 2011 264,719,235
March 25, 2011 261,710,579
April 25, 2011 258,170,195
May 25, 2011 254,791,181
June 25, 2011 251,419,452
July 25, 2011 248,202,064
August 25, 2011 244,993,198
September 25, 2011 241,946,830
October 25, 2011 239,185,388
November 25, 2011 236,314,575
December 25, 2011 233,707,122
January 25, 2012 230,669,984
February 25, 2012 227,029,635
March 25, 2012 223,732,473
April 25, 2012 220,111,284
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Appendix A
Calculation Periods up to but excluding the Notional Amount (in USD):
Payment Date scheduled to occur:
May 25, 2012 216,897,199
June 25, 2012 213,919,667
July 25, 2012 210,757,638
August 25, 2012 207,750,540
September 25, 2012 205,007,424
October 25, 2012 202,472,317
November 25, 2012 199,791,288
December 25, 2012 197,313,234
January 25, 2013 194,635,392
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