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GUARANTEE OF MERRILL LYNCH & CO., INC.
FOR VALUE
RECEIVED , receipt of which is hereby acknowledged,
MERRILL LYNCH & CO., INC., a corporation duly organized
and existing under the laws of the State of Delaware
(“ML & CO.”), hereby unconditionally
guarantees to The Bank of New York, not in its individual or
corporate capacity but solely as Swap Contract Administrator
for CWABS Asset-Backed Certificates Trust 2007-13 (the
“Company”), the due and punctual payment of any
and all amounts payable by Merrill Lynch Capital Services,
Inc., a corporation organized under the laws of the State of
Delaware (“MLCS”), its successors and permitted
assigns, to the extent such successors or permitted assigns
are direct or indirect subsidiaries of ML & Co., under
the terms of the ISDA Master Agreement between the Company
and MLCS, dated as of October 30, 2007 (the
“Agreement”), including, in case of default,
interest on any amount due, when and as the same shall become
due and payable, whether on the scheduled payment dates, at
maturity, upon declaration of termination or otherwise,
according to the terms thereof. In case of the
failure of MLCS punctually to make any such payment, ML &
Co. hereby agrees to make such payment, or cause such payment
to be made, promptly upon demand made by the Company to ML
& Co.; provided, however that delay by the Company in
giving such demand shall in no event affect ML &
Co.’s obligations under this Guarantee. This
Guarantee shall remain in full force and effect or shall be
reinstated (as the case may be) if at any time any payment
guaranteed hereunder, in whole or in part, is rescinded or
must otherwise be returned by the Company upon the
insolvency, bankruptcy or reorganization of MLCS or
otherwise, all as though such payment had not been
made.
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