EXHIBIT 99.2
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The Confirmation
Deutsche Bank
Aktiengesellschaft
Date: November 15, 2006
To: COUNTRYWIDE HOME LOANS, INC.
Attn: Documentation Unit
Fax No: ▇▇▇-▇▇▇-▇▇▇▇
From: DEUTSCHE BANK AG, NEW YORK BRANCH
Our Reference: Global No. N530435N
Swap Transaction Confirmation
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 Deutsche Bank AG, New York Branch ("DBAG")
and Countrywide Home Loans, Inc.
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 each of DBAG
and Counterparty 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 dated as of October 1, 2006,
(the "PSA") among CWALT, Inc., as depositor, Countrywide Home Loans, Inc., as
a seller, Park Granada LLC, as a seller, Park Monaco Inc., as a seller, Park
Sienna LLC, as a seller, Countrywide Home Loans Servicing LP, as master
servicer and The Bank of New York, as Trustee. Each party hereto agrees to
make payment to the other party hereto in accordance with the provisions of
this Confirmation and of the Agreement.
N530435N
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
General Terms
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Trade Date: November 3, 2006
Effective Date: November 15, 2006
Termination Date: The earliest of (a) the Distribution Date on
which the Class Certificate Balance of the
Class A-1 Certificates has been reduced to
zero, and (b) the Distribution Date in
December 2046.
Floating Rate Payer: In respect of each Party A Floating Amount,
Party A and in respect of each Party B
Floating Amount, Party B.
Notional Amount: In respect of each Calculation Period ending
on a Period End Date, the aggregate Class
Certificate Balance of the Class
A-1 Certificates (CUSIP 23244G AD 4) on the
Distribution Date immediately preceding such
Period End Date after giving effect to
distributions on such Distribution Date,
provided that the Notional Amount with respect
to the Calculation Period ending on the
initial Period End Date will be USD
275,102,000.00.
Period End Date: The 25th of each month, commencing on November
25 2006, subject to adjustment in accordance
with the Following Business Day Convention.
Floating Rate Day Count Actual/360
Fraction:
Business Days: New York
Party A Floating Amount
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Floating Rate Option: LIBOR (as defined in the PSA)
Designated Maturity: One Month
Party A Payment Dates: Early Payment shall be applicable. For each
Calculation Period, the Floating Rate Payer
Payment Date shall be the first Business Day
prior to the Period End Date.
Spread: 0.12% per annum in respect of each Calculation
Period with a Payment Date falling in the
period from, and including, the Effective Date
to, and including, the Optional Termination
Date, and 0.24% per annum in respect of each
Calculation Period (if any) with a Payment
Date falling in the period from, but
excluding, the Optional Termination Date to,
but
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excluding, the Termination Date.
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Party B Floating Amount
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Party B Payment Dates: The 25th calendar day of each month from and
including November 25, 2006 to and including
the Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention.
Party B Floating Amounts: In respect of each Calculation Period ending
on a Payment Date, the sum of:
(a) the product of (i) the Swap Fee Rate, (ii)
the Notional Amount and (iii) the Floating Rate
Day Count Fraction for such Calculation Period
(the "Swap Fee");
(b) the excess, if any, of (i) the product of
(1) the Pass-Through Rate, (2) the Notional
Amount and (3) the Floating Rate Day Count
Fraction for such Calculation Period over (ii)
any Net Deferred Interest allocated to the
Class A-1 Certificates on the Distribution Date
corresponding to such Payment Date;
(c) the product of (i) LIBOR (as defined in
then PSA) for such Distribution Date plus (A)
in respect of a Distribution Date falling on or
prior to the Optional Termination Date, 0.12%
per annum or (B) in respect of a Distribution
Date falling after the Optional Termination
Date, 0.24% per annum, (ii) the Swap Principal
Amount immediately prior to the Distribution
Date corresponding to such Payment Date and
(iii) the Floating Rate Day Count Fraction for
such Calculation Period.;
(d) the sum of (i) the amount of Principal
Distribution Amount and Excess Cashflow that is
required under the terms of the PSA to be
deposited into the Swap Account with respect to
the Swap Principal Amount on the Distribution
Date corresponding to such Payment Date; and
(e) the amount of Net Rate Carryover in respect
of the Class A-1 Certificates that is required
under the terms of the PSA to be deposited into
the Swap Account on the Distribution Date
corresponding to such Payment Date.
Other Provisions
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Swap Fee Rate: 0.07% per annum in respect of each Calculation
Period with a Payment Date falling in the
period from, and including, the Effective Date
to, and including, the Optional Termination
Date, and 0.14% per annum in respect of each
Calculation Period (if any) with a Payment
Date falling in the period from, but
excluding, the Optional Termination Date to,
but excluding, the Termination Date.
Pass-Through Rate: The Pass-Through Rate in respect of a
Calculation Period Ending on a Period End Date
corresponding to a Distribution Date on the
Class A-1 Certificates, as determined under the
PSA, is the lesser of:
(1) LIBOR (as defined in the PSA) for such
Distribution Date plus (A) in respect of
a Distribution Date falling on or prior
to the Optional Termination Date, 0.12%
per annum or (B) in respect of a
Distribution Date falling after the
Optional Termination Date, 0.24% per
annum, and
(2) The Net Rate Cap for the Class A-1
Certificates.
Distribution Date: The 25th day of each month, or if such 25th day
is not a Business Day (as defined in the PSA),
the Business Day (as defined in the PSA)
immediately following such 25th day.
Definitions: The terms "Pass-Through Rate" and "Distribution
Date" are defined herein for convenience only.
In the event of any inconsistency in the
definitions of these terms between this
Confirmation and the PSA, the PSA shall
prevail.
Amendment to Section 2(c) of Notwithstanding anything to the contrary in
the Agreement: Section 2(c) of the Agreement, amounts that
are payable with respect to Calculation Periods
which end in the same calendar month (prior to
any adjustment of period end dates) shall be
netted, as provided in Section 2(c) of the
Agreement, even if such amounts are not due on
the same payment date. For avoidance of doubt,
any payments pursuant to Section 6(e) of the
Agreement in respect of this Transaction only
shall not be subject to netting with any other
payment obligations of the parties under the
Agreement.
Procedural Terms:
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Account Details:
Payments to DBAG: Deutsche Bank Trust Company Americas, New York
Acct# 01 473 969
Swift Code: ▇▇▇▇▇▇▇▇
Favour of: Deutsche ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
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Payments to Counterparty: As per Party B's standard settlement
instructions.
Assignment: DBAG 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: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 44 20 7545 9761
E-mail: ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇
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.
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For and on behalf of For and on behalf of
DEUTSCHE BANK AG, NEW YORK COUNTRYWIDE HOME LOANS, INC.
BRANCH
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/s/ Cloris Eng /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: Cloris Eng Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice-President Title: Managing Director and Assistant
Date: Treasurer
Date:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice-President
Date: 11/15/2006
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