EX-99.2 3 efc6-2436_ex992.txt EXHIBIT 99.2 ------------ The Class 2-A-2A Swap Confirmation Barclays Capital 5 The North Colonnade Canary Wharf London E14 4BB Tel +44 (0)20 7623 2323 To: COUNTRYWIDE HOME LOANS, INC. (the "Counterparty"or "Party B") Attn: JEFF STAAB Fax No: (00)1-818-2254010 From: BARCLAYS BANK PLC (LONDON HEAD OFFICE) ("Barclays" or "Party A") Date: September 29, 2006 Reference: TBD Swap Transaction Confirmation The purpose of this facsimile (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the "Transaction"). 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 (as defined below). Each party hereto agrees to make payment to the other party hereto in accordance with the provisions of this Confirmation and of the Agreement. In this Confirmation, "Party A" means Barclays and "Party B" means the Counterparty. 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 May 17, 1996, between each of Party A and Party B and shall form a part of and be subject to that ISDA Master Agreement (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 CWALT, Inc. Alternative Loan Trust 2006-OC8 dated as of September 1, 2006 among CWALT, Inc. as depositor, Park Granada LLC, as a seller, 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, and The Bank of New York, as trustee (the "PSA"). 1. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: Trade Date: September 25, 2006 Effective Date: September 29, 2006 Termination Date: The earliest of (a) the Distribution Date on which the Class Certificate Balance of the Class 2-A-2A Certificates has been reduced to zero, and (b) the Distribution Date in June 2035. 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 2-A-2A Certificates (CUSIP 232434 AC 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 125,000,000. Period End Date: The 25th of each month, commencing on 25 October 2006, subject to adjustment in accordance with the Following Business Day Convention. Payment Date: One Business Day prior to each Period End Date. Floating Rate Day Count Fraction: Actual/360 Business Days: New York Party A Floating Amounts Floating Rate Option: USD-LIBOR-BBA Designated Maturity: One month, including, for the avoidance of doubt, in respect of the initial Calculation Period. Spread: 0.120% 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 0.240% per annum in 2 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. Reset Dates: The first day of each Calculation Period. Party B Floating Amounts 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 product of (i) the Pass-Through Rate, (ii) the Notional Amount and (iii) the Floating Rate Day Count Fraction for such Calculation Period; and (c) the amount of Net Rate Carryover (as defined in the PSA) in respect of the Class 2-A-2A Certificates that is required under the terms of the PSA to be deposited into the Class 2-A-2A Swap Account on the Distribution Date corresponding to such Payment Date. Swap Fee Rate: 0.05% 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 0.10% 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. Other provisions: Netting of Payments: Notwithstanding Section 2(c) of the Agreement, if on any Payment Date, but for this provision, a net payment would be payable by Party B, such payment shall be made on the Period End Date immediately following such Payment Date. If on a Payment Date a net payment would be payable by Party A, such payment shall be made on the Payment 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 2-A-2A Certificates, as determined under the PSA, is the lesser of: (1) LIBOR (as defined in the PSA) for such 3 Distribution Date plus (A) in respect of a Distribution Date falling on or prior to the Optional Termination Date, 0.120% per annum or (B) in respect of a Distribution Date falling after the Optional Termination Date, 0.240% per annum, and (2) The Net Rate Cap (as defined in the PSA) for the Class 2-A-2A 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. Procedural Terms: Account Details: Payments to Party A: Correspondent: BARCLAYS BANK PLC NEW YORK FEED: 026002574 Beneficiary: BARCLAYS SWAPS Beneficiary Account: 050-01922-8 Payments to Party B: Beneficiary Account: BANK OF AMERICA NA-SAN FRANCISCO FFED: 121000358 Beneficiary: COUNTRYWIDE HOME LOANS, INC. A/C: 12352 06200; provided, however that upon any assignment of this Transaction, account details shall be provided in the Assignment Agreement. Assignment: Party A will not unreasonably withhold or delay its consent to an assignment of this Transaction to any other third party. 4 The time of dealing will be confirmed by Barclays upon written request. Barclays is regulated by the Financial Services Authority. Barclays is acting for its own account in respect of this Transaction. Please confirm that the foregoing correctly sets forth all the terms and conditions of our agreement with respect to the Transaction by responding within three (3) Business Days by promptly signing in the space provided below and both (i) faxing the signed copy to Incoming Transaction Documentation, Barclays Capital Global OTC Transaction Documentation & Management, Global Operations, Fax +(44) 20-7773-6810/6857, Tel +(44) 20-7773-6901/6904/6965, and (ii) mailing the signed copy to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB, Attention of Incoming Transaction Documentation, Barclays Capital Global OTC Transaction Documentation & Management, Global Operation. Your failure to respond within such period shall not affect the validity or enforceability of the Transaction against you. This facsimile shall be the only documentation in respect of the Transaction and accordingly no hard copy versions of this Confirmation for this Transaction shall be provided unless the Counterparty requests. ------------------------------------------------------------------------------ For and on behalf of For and on behalf of BARCLAYS BANK PLC COUNTRYWIDE HOME LOANS, INC. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ /s/ Adam Carysforth /s/ Brad Coburn ------------------------------------- --------------------------------------- Name: Adam Carysforth Name: Brad Coburn Title: Authorised Signatory Title: Date: Date: ------------------------------------------------------------------------------ Barclays Bank PLC and its Affiliates, including Barclays Capital Inc., may share with each other information, including non-public credit information, concerning its clients and prospective clients. If you do not want such information to be shared, you must write to the Director of Compliance, Barclays Bank PLC, 200 Park Avenue, New York, NY 10166. 5