EXHIBIT 99.3
The Corridor Contract Administration Agreement.
CORRIDOR CONTRACT ADMINISTRATION AGREEMENT
This CORRIDOR CONTRACT ADMINISTRATION AGREEMENT, dated as of February
27, 2006 (this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as Corridor
Contract Administrator (in such capacity, the "Corridor Contract
Administrator") and as Trustee under the Pooling and Servicing Agreement
referred to below (in such capacity, the "Trustee"), and COUNTRYWIDE HOME
LOANS, INC. ("Countrywide").
WHEREAS, Countrywide is a party to an interest rate corridor
agreement (the "Corridor Contract") between Countrywide and Bear Xxxxxxx
Financial Products Inc. (the "Counterparty"), with a Trade Date of February 3,
2006 and a reference number of FXNEC7845, a copy of which is attached to this
Agreement at Exhibit A;
WHEREAS, Countrywide is conveying certain mortgage loans and other
related assets to a trust fund (the "Trust Fund") created pursuant to a
Pooling and Servicing Agreement, dated as of February 1, 2006 (the "Pooling
and Servicing Agreement"), among Countrywide, 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 (the "Master
Servicer") and the Trustee;
WHEREAS, simultaneously with the creation of the Trust Fund, a
separate trust fund (the "Supplemental Interest Trust") will be created
pursuant to the Pooling and Servicing Agreement to hold the proceeds of the
Corridor Contract;
WHEREAS, simultaneously with the execution and delivery of this
Agreement, Countrywide is assigning all of its rights, and delegating all of
its duties and obligations (other than its obligation to pay the Fixed Amount
and any Fees, if applicable (as defined in the Corridor Contract)), under the
Corridor Contract to the Corridor Contract Administrator, pursuant to the
Assignment Agreement, dated as of the date hereof (the "Assignment
Agreement"), among Countrywide, as assignor, the Corridor Contract
Administrator, as assignee, and the Counterparty;
WHEREAS, Countrywide desires that the payments received on the
Corridor Contract be distributed to the Trustee, on behalf of the Supplemental
Interest Trust, to be applied for the purposes specified in the Pooling and
Servicing Agreement;
WHEREAS, Countrywide and the Trustee desire to appoint the Corridor
Contract Administrator, and the Corridor Contract Administrator desires to
accept such appointment, to distribute funds received under the Corridor
Contract to the Trustee, on behalf of the Supplemental Interest Trust, as
provided in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined in this
Agreement shall have the respective meanings assigned thereto in the Pooling
and Servicing Agreement.
Benefited Certificates: The Class A-1 Certificates.
Corridor Contract Account: The separate account created and
maintained by the Corridor Contract Administrator pursuant to Section 3 with a
depository institution in the name of the Corridor Contract Administrator for
the benefit of Countrywide and the Trustee on behalf of the Supplemental
Interest Trust and the Holders of the Benefited Certificates and designated
"The Bank of New York for Countrywide Home Loans, Inc. and certain registered
Holders of CWALT, Inc., Mortgage Pass-Through Certificates, Series 2006-5T2".
Funds in the Corridor Contract Account shall be held for the Trustee, on
behalf of the Supplemental Interest Trust, as set forth in this Agreement.
Responsible Officer: When used with respect to the Corridor Contract
Administrator, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Corridor Contract Administrator customarily performing functions similar
to those performed by any of the above designated officers and also to whom,
with respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
2. Appointment of Corridor Contract Administrator.
Countrywide and the Trustee, on behalf of the Supplemental Interest
Trust, hereby appoint BNY to serve as Corridor Contract Administrator pursuant
to this Agreement. The Corridor Contract Administrator accepts such
appointment and acknowledges the transfer and assignment to it of
Countrywide's rights under the Corridor Contract pursuant to the Assignment
Agreement. The Corridor Contract Administrator agrees to exercise the rights
referred to above for the benefit of the Trustee on behalf of the Supplemental
Interest Trust and to perform the duties set forth in this Agreement.
3. Receipt of Funds; Corridor Contract Account.
The Corridor Contract Administrator hereby agrees to receive, on behalf
of the Trustee on behalf of the Supplemental Interest Trust, all amounts paid
by the Counterparty under the Corridor Contract. The Corridor Contract
Administrator shall establish and maintain a Corridor Contract Account into
which the Corridor Contract Administrator shall deposit or cause to be
deposited on the Business Day of receipt, all amounts payable by the
Counterparty under the Corridor Contract. All funds deposited in the Corridor
Contract Account shall be held for the benefit of the Trustee on behalf of the
Supplemental Interest Trust until withdrawn in accordance with Section 4. The
Corridor Contract Account shall be an "Eligible Account" as defined in the
Pooling and Servicing Agreement and, if the Trust Fund is terminated pursuant
to the Pooling and Servicing Agreement prior to the termination of this
Agreement, the Corridor Contract Account shall be an account that would
otherwise qualify as an "Eligible Account" under the Pooling and Servicing
Agreement had the termination of the Trust Fund not occurred.
Funds in the Corridor Contract Account shall remain uninvested.
The Corridor Contract Administrator shall give at least 30 days' advance
notice to Countrywide and the Trustee of any proposed change of location of
the Corridor Contract Account prior to any change thereof.
4. Distribution of Payments; Delivery of Notices.
On the Business Day of receipt of any payment from the Counterparty, the
Corridor Contract Administrator shall withdraw the amount of such payment from
the Corridor Contract Account and distribute such amount to the Trustee for
deposit into the Corridor Contract Reserve Fund.
The Corridor Contract Administrator shall prepare and deliver any notices
required to be delivered under the Corridor Contract.
5. Representations and Warranties of the Corridor Contract Administrator. The
Corridor Contract Administrator represents and warrants as follows:
(a) BNY is duly organized and validly existing as a banking corporation
under the laws of the State of New York and has all requisite power
and authority to execute and deliver this Agreement and to perform
its obligations as Corridor Contract Administrator under this
Agreement.
(b) The execution, delivery and performance of this Agreement by BNY as
Corridor Contract Administrator has been duly authorized by BNY.
(c) This Agreement has been duly executed and delivered by BNY as
Corridor Contract Administrator and is enforceable against BNY in
accordance with its terms, except as enforceability may be affected
by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law).
6. Certain Matters Concerning the Corridor Contract Administrator.
(a) The Corridor Contract Administrator shall undertake to perform such
duties and only such duties as are specifically set forth in this
Agreement.
(b) No provision of this Agreement shall be construed to relieve the
Corridor Contract Administrator from liability for its own grossly
negligent action, its own gross negligent failure to act or its own
misconduct, its grossly negligent failure to perform its obligations
in compliance with this Agreement, or any liability that would be
imposed by reason of its willful misfeasance or bad faith; provided
that:
(i) the duties and obligations of the Corridor Contract
Administrator shall be determined solely by the express
provisions of this Agreement, the Corridor Contract
Administrator shall not be liable, individually or as Corridor
Contract Administrator, except for the performance of such
duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read
into this Agreement against the Corridor Contract Administrator
and the Corridor Contract Administrator may conclusively rely,
as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or
opinions furnished to the Corridor Contract Administrator and
conforming to the requirements of this Agreement that it
reasonably believed in good faith to be genuine and to have
been duly executed by the proper authorities respecting any
matters arising hereunder;
(ii) the Corridor Contract Administrator shall not be liable,
individually or as Corridor Contract Administrator, for an
error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Corridor Contract Administrator,
unless the Corridor Contract Administrator was grossly
negligent or acted in bad faith or with willful misfeasance;
and
(iii) the Corridor Contract Administrator shall not be liable,
individually or as Corridor Contract Administrator, with
respect to any action taken, suffered or omitted to be taken by
it in good faith in exercising any power conferred upon the
Corridor Contract Administrator under this Agreement.
(c) Except as otherwise provided in Sections 7(a) and 7(b):
(i) the Corridor Contract Administrator may request and rely upon
and shall be protected in acting or refraining from acting upon
any resolution, officer's certificate, certificate of auditors
or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(ii) the Corridor Contract Administrator may consult with counsel
and any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in
accordance with such opinion of counsel;
(iii) the Corridor Contract Administrator shall not be liable,
individually or as Corridor Contract Administrator, for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) the Corridor Contract Administrator shall not be bound to make
any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so
by Countrywide or the Trustee; provided, however, that if the
payment within a reasonable time to the Corridor Contract
Administrator of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in
the opinion of the Corridor Contract Administrator not
reasonably assured to the Corridor Contract Administrator by
Countrywide and/or the Trustee, the Corridor Contract
Administrator may require reasonable indemnity against such
expense, or
liability from Countrywide and/or the Trustee, as the case may
be, as a condition to taking any such action; and
(v) the Corridor Contract Administrator shall not be required to
expend its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder if it shall
have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such liability is not
assured to it.
(d) Countrywide covenants and agrees to pay or reimburse the Corridor
Contract Administrator, upon its request, for all reasonable
expenses and disbursements incurred or made by the Corridor Contract
Administrator in accordance with any of the provisions of this
Agreement except any such expense or disbursement as may arise from
its negligence, bad faith or willful misconduct. The Corridor
Contract Administrator and any director, officer, employee or agent
of the Corridor Contract Administrator shall be indemnified by
Countrywide and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this
Agreement, or in connection with the performance of any of the
Corridor Contract Administrator's duties hereunder, other than any
loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of
the Corridor Contract Administrator's duties hereunder. Such
indemnity shall survive the termination of this Agreement or the
resignation of the Corridor Contract Administrator hereunder.
Notwithstanding anything to the contrary in this Section 6(a), any
expenses, disbursements, losses or liabilities of the Corridor
Contract Administrator or any director, officer, employee or agent
thereof that are made or incurred as a result of any request, order
or direction of any of the Certificateholders made to the Trustee as
contemplated by Section 8.02(ix) of the Pooling and Servicing
Agreement and consequently made to the Corridor Contract
Administrator by the Trustee shall be payable by the Trustee out of
the security or indemnity provided by such Certificateholders
pursuant to Section 8.02(ix) of the Pooling and Servicing Agreement.
(e) Upon the resignation of BNY as Trustee in accordance with the
Pooling and Servicing Agreement, (i) BNY shall resign and be
discharged from its duties as Corridor Contract Administrator
hereunder and (ii) the Person that succeeds BNY as Trustee shall be
appointed as successor Corridor Contract Administrator hereunder
upon its execution, acknowledgement and delivery of the instrument
accepting such appointment in accordance with Section 8.08 of the
Pooling and Servicing Agreement, whereupon the duties of the
Corridor Contract Administrator hereunder shall pass to such Person.
In addition, upon the appointment of a successor Trustee under the
Pooling and Servicing Agreement, such successor Trustee shall
succeed to the rights of the Trustee hereunder.
7. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
(b) Each of BNY and Countrywide hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceedings arising out of or relating to
this Agreement.
(c) This Agreement shall terminate upon the termination of the Corridor
Contract and the disbursement by the Corridor Contract Administrator
of all funds received under the Corridor Contract to the Trustee on
behalf of the Supplemental Interest Trust.
(d) This Agreement may be amended, supplemented or modified in writing
by the parties hereto.
(e) This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by
facsimile transmission), and all such counterparts taken together
shall be deemed to constitute one and the same instrument.
(f) Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
(g) The representations and warranties made by the parties to this
Agreement shall survive the execution and delivery of this
Agreement. No act or omission on the part of any party hereto shall
constitute a waiver of any such representation or warranty.
(h) The article and section headings in this Agreement are for
convenience of reference only, and shall not limit or otherwise
affect the meaning of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
THE BANK OF NEW YORK,
as Corridor Contract Administrator
By:/s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Senior Vice President
EXHIBIT A
CORRIDOR CONTRACTS
A-1
