LEHMAN. BROTHERS HOLDINGS INC. 745 SEVENTH AVENUE, XXX XXRK, NEW YORK 10019 XXXXXX XXXXXXXX
LEHMAN. BROTHERS EXHIBIT A to Schedulx --------------------- GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC. ------------------------------------------ LEHMAN BROTHERS SPECIAL FINANCING INC. ("Party A") and THE BANK OF XXX XORK, not in its individual or corporate capacity but solely as Swap Contract Administrator for CWABS, Inc. Asset-Backed Certificates Series 2006-3, pursuant to a Swap Contract Administration Agreement, ("Party B") have entered into a Master Agreement dated as of February 27, 2006, (the "Master Agreement"), pursuant to which Party A and Party B have entered and/or anticipate entering into one or more transactions (each a "Transaction"), the Confirmation of each of which supplements, forms part of, and will be read and construed as one with, the Master Agreement (collectively referred to as the "Agreement"). This Guarantee is a Credit Support Document as contemplated in the Agreement. For value received, and in consideration of the financial accommodation accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS HOLDINGS INC., a corporation organized and existinx xxxxr the laws of the State of Delaware ("Guarantor"), hereby agrees to the following:
LEHMAN. BROTHERS HOLDINGS INC. 745 SEVENTH AVENUE, XXX XORK, NEW YORK 10019 XXXXXX XXXXXXXX Xxxx Xuarantee shall be governed by and conxxxxxx in accordance with the laws of the State of New York, without reference to choice of law doctrine. All capitalized terms not defined in this Guarantee, but defined in the Agreement, shall have the meanings assigned thereto in the Agreement.
LEHMAN. BROTHERS INC., as advisor, sole lead arranger and sole bookruxxxx (in such capacity, the "Arranger"), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, xxx "Syndication Agent"), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacxxx, xhe "Administrative Agent").
LEHMAN. BROTHERS BANK, FSB By: -------------------------- Its authorized agent Accepted: CUSTODIAN: LASALLE BANK N.A. By: ------------------------- Name: Title: Attachment: Mortgage Loan Schedule Exhibit 11 CUSTODIAN'S FEES AND EXPENSES [Intentionally Omitted] Exhibit 10 Form of Warranty Bill of Sale EXHIBIT 10 FORM OF WARRANTY BILL OF SALE On this ___ day of ________, 200__, [Cendant Mortxxxx Corporation] [Bishop's Gate Residential Mortgage Trust] ("Seller") as the Seller unxxx xxxx certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of June ______, 2001 (the "Agreement") does hereby sell, transfer, assign, set over and convey to [__________] as Purchaser Under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.01 of the Agreement, the Seller has delivered to the Purchaser or its custodian the Legal Documents for each Mortgage Loan to be purchased as set forth in the Agreement. The contents of each related Servicer's Mortgage File required to be retained by Cendant Mortgage Corporation ("Cendant") to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by Cendant for the benefit of the Purchaser as the owner thereof. Cendant's possession of any portion of each such Servicer's Mortgage File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by Cendant shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicer's Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Cendant shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by Cendant at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Sections 3.01, [3.02] and 3.03 of the Agreement are true and correct as of the date hereof, and that all statements made in the Sellers' Officer's Certifi...
LEHMAN. BROTHERS INC., as agent for the Term Lenders under the Lehmxx Xxxdit Agreement (as defined in the Letter of Credit Agreemxxx) (the "TERM LENDER AGENT"), and (3) STANDARD CHARTERED TRADE SERVICES CORPORATION ("SCTSC"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Letter of Credit Agreement (as defined below).
LEHMAN. BROTHERS SPECIAL FINANCING INC. CORPORATE-BACKED XXXXX CERTIFICATES, DAIMLERCHRYSLER DEBENTURE-BACKED SERIES 2004-3 TRUST (Party A) (Party B) By: U.S. Bank Trust National Association, not in its individual capacity but solely as Trustee under By: _____________________________ the Trust Agreement Name: Title: By: _______________________________________________ Name: Title: SCHEDULE to the Master Agreement dated as of February 11, 2004 between LEHMAN BROTHERS SPECIAL FINANCING INC. ("Party A"), a corporation organized under the laws of the State of Delaware and
LEHMAN. BROTHERS INC. By: /s/ Emma Xxxxxy ---------------------------------------- Name: Emma Bailey Title: Vice Presidexx
LEHMAN. BROTHERS HOLDINGS INC. By: ------------------------ Title: Attest: -------------------- Title:
LEHMAN. BROTHERS INC. By: ---------------------------------- Name: Bradford Andres Title: Sxxxxx Xxxx Xxxxident Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: ------------------------------------ Name: Bradford Andres Title: Senior Vice President Schedule 1 ---------- Initial Certificate Principal Certificate Purchase Price Class Amount(1) Interest Rate Percentage ----- ------------------- ------------- -------------- 1A1 $252,303,000 5.50% 100% 1A-IO (2) 1.00% 100% 1A-PO $3,475,429 0.00%(3) 100% 2A1 $36,027,000 4.50%(4) 100% 2A-IO (2) 1.00% 100% 1B1 $2,506,000 5.50% 100% 1B2 $2,243,000 5.50% 100% 2B1 $353,000 Variable(5) 100% 2B2 $316,000 Variable(5) 100% B3 $1,055,088 Variable(6) 100% R $100 5.50% 100%
