EXHIBIT 99.2
The Swap Contract Administration Agreement
SWAP CONTRACT ADMINISTRATION AGREEMENT
This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of June 29,
2006 (this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as Swap Contract
Administrator (in such capacity, the "Swap Contract Administrator") and not in
its individual or corporate capacity but solely as Trustee under the Pooling
and Servicing Agreement referred to below (in such capacity, the "Trustee"),
and COUNTRYWIDE HOME LOANS, INC. ("CHL").
WHEREAS, CHL is a party to two interest rate swap agreements, one
between CHL and Credit Suisse International ("CSI" and, the "Class 2-A-2B Swap
Counterparty"), with a Trade Date of June 27, 2006 and a reference number of
9323937N (the "Class 2-A-2B Swap Contract") and one between CHL and Barclays
Bank PLC ("Barclays" and, the "Certificate Swap Counterparty" and together
with CSI, the "Counterparties"), with a Trade Date of June 27, 2006 and a
reference number of 1264906B (the "Certificate Swap Contract" and together
with the Class 2-A-2B Swap Contract, the "Swap Contracts" and each, a "Swap
Contract"), copies of which are attached to this Agreement at Exhibit A;
WHEREAS, CHL is conveying certain mortgage loans and other related
assets to a trust fund, CWALT, Inc. Alternative Loan Trust 0000-XX0 (xxx
"Xxxxx Xxxx") created pursuant to a Pooling and Servicing Agreement, dated as
of June 1, 2006 (the "Pooling and Servicing Agreement"), among CWALT, Inc., as
depositor, CHL, 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 execution and delivery of this
Agreement, CHL is assigning all of its rights, and delegating all of its
duties and obligations (other than its obligation to pay any Upfront Amount
(as defined in each Swap Contract)), under the Swap Contracts to the Swap
Contract Administrator, pursuant to a novation confirmation dated as of the
date hereof (the "Novation Confirmation") among CHL, as assignor, the Swap
Contract Administrator, as assignee, and CSI and the assignment agreement,
dated as of the date hereof (the "Certificate Assignment Agreement" and
together with the Novation Confirmation, the "Assignment Agreements"), among
CHL, as assignor, the Swap Contract Administrator, as assignee, and Barclays;
WHEREAS, the parties hereto desire that the Trustee make
remittances to the Swap Contract Administrator as contemplated by and to the
extent provided in the Pooling and Servicing Agreement to cover payments due
to each Counterparty under the Swap Contracts;
WHEREAS, CHL desires that the Net Payments (as defined below)
payable by the Certificate Swap Counterparty on the Certificate Swap Contract
and the payments from the Class 2-A-2B Swap Counterparty pursuant to the Class
2-A-2B Swap Contract be distributed to the Trustee under the Pooling and
Servicing Agreement to be applied for the purposes specified in the Pooling
and Servicing Agreement and that the Excess Payments (as defined below) on the
Certificate Swap Contract be distributed to CHL;
WHEREAS, CHL and the Trustee desire to appoint the Swap Contract
Administrator, and the Swap Contract Administrator desires to accept such
appointment, to
distribute funds received under the Swap Contracts to the Trustee and to CHL
as provided in this Agreement, and, in the case of a NIM Issuance, to
distribute Excess Payments in accordance with the related Swap Excess
Assignment Agreement (each as defined below).
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: With respect to the Class 2-A-2B Swap
Contract, the Class 2-A-2B Certificates and with respect to the Certificate
Swap Contract, the LIBOR Certificates.
Certificate Swap Administration Account: The separate account
created and maintained by the Swap Contract Administrator pursuant to Section
3 with a depository institution in the name of the Swap Contract Administrator
for the benefit of the Certificate Swap Counterparty, CHL and the Trustee on
behalf of the Holders of the related Classes of Benefited Certificates and
designated "The Bank of New York for Countrywide Home Loans, Inc., Barclays
Bank PLC and certain registered Holders of CWALT, Inc., Mortgage Pass-Through
Certificates, Series 2006-OC5". Funds in the Certificate Swap Administration
Account shall be held for Barclays, CHL and the Trustee on behalf of the
Holders of the related Classes of Benefited Certificates as set forth in this
Agreement.
Class 2-A-2B Swap Administration Account: The separate account
created and maintained by the Swap Contract Administrator pursuant to Section
3 with a depository institution in the name of the Swap Contract Administrator
for the benefit of the Class 2-A-2B Swap Counterparty, CHL and the Trustee on
behalf of the Holders of the related Classes of Benefited Certificates and
designated "The Bank of New York for Countrywide Home Loans, Inc., Credit
Suisse International and certain registered Holders of CWALT, Inc., Mortgage
Pass-Through Certificates, Series 2006-OC5". Funds in the Class 2-A-2B Swap
Administration Account shall be held for CSI, CHL and the Trustee on behalf of
the Holders of the related Classes of Benefited Certificates as set forth in
this Agreement.
Excess Payment: For any Distribution Date on or prior to the
Certificate Swap Contract Termination Date and as to which the Certificate
Swap Contract or a replacement swap contract is in effect, an amount equal to
the excess, if any, of (i) the Net Swap Payment (as defined in the Pooling and
Servicing Agreement) received by the Swap Contract Administrator from the
Certificate Swap Counterparty with respect to such Distribution Date over (ii)
the Net Payment for such Distribution Date. For any Distribution Date on or
prior to the Certificate Swap Contract Termination Date but only if neither
the Certificate Swap Contract nor a replacement swap contract is in effect,
zero. For any Distribution Date after the Certificate Swap Contract
Termination Date, an amount equal to all remaining funds on deposit in the
Certificate Swap Administration Account.
Indenture Trustee: With respect to a NIM Issuance (if any), the
indenture trustee under the indenture pursuant to which the notes related to
such NIM Issuance are issued.
ISDA Credit Support Annex: An ISDA Credit Support Annex negotiated
and established as provided in Section 5.
Net Payment: With respect to any Distribution Date on or prior to
the Certificate Swap Contract Termination Date, an amount equal to the sum of
(i) any Current Interest and Interest Carry Forward Amounts in respect of the
related classes of Benefited Certificates, (ii) any Net Rate Carryover in
respect of the related classes of Benefited Certificates, (iii) any Unpaid
Realized Loss Amounts in respect of the related classes of Benefited
Certificates and (iv) any remaining Overcollateralization Deficiency Amount,
in each case remaining unpaid following the distribution to the related
classes of Benefited Certificates of Excess Cashflow pursuant to Section
4.02(c)(i) through (iv) of the Pooling and Servicing Agreement. With respect
to any Distribution Date after the Certificate Swap Contract Termination Date,
zero.
NIM Issuance: An issuance by a NIM Trust, on or after the date
hereof, of asset-backed notes secured by the Class C Certificates and/or Class
P Certificates.
NIM Trust: A Delaware statutory trust or other special-purpose
entity that is the issuer of the securities issued in connection with a NIM
Issuance (if any).
Responsible Officer: When used with respect to the Swap Contract
Administrator, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Swap 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.
Swap Administration Account: The Certificate Swap Administration
Account or the Class 2-A-2B Swap Administration Account, as applicable.
Swap Excess Assignment Agreement: With respect to a NIM Issuance
(if any), an agreement executed on or after the date hereof by CHL, the
related NIM Trust and the Swap Contract Administrator (in form and substance
reasonably satisfactory to the Swap Contract Administrator), pursuant to which
rights to receive certain portions of Excess Payments shall be assigned to
such NIM Trust and pursuant to which the Swap Contract Administrator shall
agree to distribute Excess Payments to the related Indenture Trustee and CHL
(in accordance with the terms of such agreement).
2. Appointment of Swap Contract Administrator.
CHL and the Trustee hereby appoint BNY to serve as Swap Contract
Administrator pursuant to this Agreement and pursuant to the related Swap
Excess Assignment Agreement (if any). The Swap Contract Administrator accepts
such appointment and acknowledges the transfer and assignment to it of CHL's
rights and obligations under each Swap Contract pursuant to the Assignment
Agreements. The Swap Contract Administrator agrees to exercise the rights
referred to above for the benefit of CHL, the Trustee and the Counterparties
and to perform the
duties set forth in this Agreement. In the event of a NIM Issuance, the Swap
Contract Administrator further agrees to perform the duties set forth in the
related Swap Excess Assignment Agreement for the benefit of CHL, the related
NIM Trust and the related Indenture Trustee.
3. Receipt of Funds; Swap Administration Accounts.
The Swap Contract Administrator hereby agrees to receive (i) on behalf
of CHL and the Trustee, all amounts paid by the Certificate Swap Counterparty
under the Certificate Swap Contract and all amounts paid by the Class 2-A-2B
Swap Counterparty under the Class 2-A-2B Swap Contract and (ii) on behalf of
the Class 2-A-2B Swap Counterparty and the Certificate Swap Counterparty, all
amounts remitted by the Trustee pursuant to the Pooling and Servicing
Agreement for payment to the respective Counterparty.
The Swap Contract Administrator shall establish and maintain a
Certificate Swap Administration Account into which the Swap Contract
Administrator shall deposit or cause to be deposited on the Business Day of
receipt, (x) all amounts remitted by the Trustee for payment to the
Certificate Swap Counterparty pursuant to the Certificate Swap Contract and
(y) all amounts payable by the Certificate Swap Counterparty under the
Certificate Swap Contract. All funds deposited in the Certificate Swap
Administration Account shall be held for the benefit of the Certificate Swap
Counterparty, CHL and the Trustee on behalf of the Holders of the related
Classes of Benefited Certificates until withdrawn in accordance with Section
4.
The Swap Contract Administrator shall establish and maintain a Class
2-A-2B Swap Administration Account into which the Swap Contract Administrator
shall deposit or cause to be deposited on the Business Day of receipt, (x) all
amounts remitted by the Trustee for payment to the Class 2-A-2B Swap
Counterparty pursuant to the Class 2-A-2B Swap Contract and (y) all amounts
payable by the Class 2-A-2B Swap Counterparty under the Class 2-A-2B Swap
Contract. All funds deposited in the Class 2-A-2B Swap Administration Account
shall be held for the benefit of the Class 2-A-2B Swap Counterparty, CHL and
the Trustee on behalf of the Holders of the related Class of Benefited
Certificates until withdrawn in accordance with Section 4.
Each Swap Administration Account shall be an "Eligible Account" as
defined in the Pooling and Servicing Agreement. Funds in the Swap
Administration Accounts shall remain uninvested.
The Swap Contract Administrator shall give at least 30 days' advance
notice to the applicable Counterparty, CHL and the Trustee of any proposed
change of location of a Swap Administration Account prior to any change
thereof.
4. Calculations; Distribution of Payments; Delivery of Notices.
The Swap Contract Administrator hereby agrees to make payments based on
the information provided by the Trustee, the Class 2-A-2B Swap Counterparty
and the Certificate Swap Counterparty, and the Swap Contract Administrator
shall, absent manifest error, be entitled to rely on information provided by
the Trustee, the Class 2-A-2B Swap Counterparty and the Certificate Swap
Counterparty.
(i) On the Business Day of receipt of any payment from the Class 2-A-2B
Swap Counterparty, the Swap Contract Administrator shall withdraw the amount
of such payment from the Class 2-A-2B Swap Administration Account and
distribute such payment to the Trustee for deposit into the Class 2-A-2B Swap
Account.
(ii) On the Business Day of receipt of any payment from the Certificate
Swap Counterparty, the Swap Contract Administrator shall withdraw the amount
of such payment from the Certificate Swap Administration Account and
distribute such amount sequentially, as follows:
(a) first, to the Trustee for deposit into the Certificate Swap Account,
the applicable Net Payment; and
(b) second, to CHL, the applicable Excess Payment, in accordance with
the following wiring instructions:
Bank: Bank of New York
Account Name: Countrywide Home Loans
Account No: 8900038632
ABA No: 000000000
REF: CWALT 2006-OC5 X'S SwapPyt
On the Business Day of receipt of any payment from the Trustee for
payment to a Counterparty, the Swap Contract Administrator shall withdraw the
amount of such payment from the applicable Swap Administration Account and
distribute such amounts to the respective Counterparty in accordance with the
wiring instructions specified in the Assignment Agreements.
The Swap Contract Administrator shall prepare and deliver any notices
required to be delivered under the Swap Contracts.
On the Business Day of receipt of any notices, information or reports
received by the Swap Contract Administrator from a Counterparty, the Swap
Contract Administrator shall provide the same to the Trustee, including
without limitation information regarding any Net Swap Payment or Swap
Termination Payment that will be payable by the Swap Contract Administrator to
such Counterparty with respect to the next Distribution Date.
5. Control Rights; Credit Support Annex; Replacement Swap Contract.
The Trustee shall have the right to direct the Swap Contract
Administrator with respect to the exercise of any right under a Swap Contract
(such as the right to designate an Early Termination Date following an Event
of Default (each such term as defined in each Swap Contract).
Upon the Swap Contract Administrator obtaining actual knowledge of the
rating of a Counterparty falling below the Approved Rating Thresholds (as
defined in the applicable Swap Contract), the Swap Contract Administrator, at
the direction of the Trustee, shall negotiate an ISDA Credit Support Annex
with such Counterparty that meets the terms of the applicable Swap
Contract if required. If an ISDA Credit Support Annex is negotiated, the Swap
Contract Administrator, at the direction of the Trustee, shall demand payment
of the Delivery Amount (as defined in such ISDA Credit Support Annex). In
addition, if an ISDA Credit Support Annex is negotiated, the Swap Contract
Administrator shall establish an account to hold cash or other eligible
investments pledged under such ISDA Credit Support Annex. Any such account
shall be an "Eligible Account" as defined in the Pooling and Servicing
Agreement. Any cash or other eligible investments pledged under an ISDA Credit
Support Annex shall not be part of any Swap Administration Account unless they
are applied in accordance with such ISDA Credit Support Annex to make a
payment due to the Swap Contract Administrator pursuant to the applicable Swap
Contract.
In the event that the Certificate Swap Contract is terminated, CHL shall
assist the Swap Contract Administrator in procuring a replacement swap
contract with terms approximating those of the original Certificate Swap
Contract.
In the event that a Swap Contract is terminated and the Swap Contract
Administrator shall enter into a replacement swap contract procured by CHL or
the applicable Swap Contract Counterparty and continue to serve as Swap
Contract Administrator pursuant to the terms hereof. Any Swap Termination
Payment received from the applicable Swap Counterparty shall be used to pay
any upfront amount required under any replacement swap contract, and any
excess shall be distributed to CHL. In the event that a replacement swap
contract cannot be procured, any Swap Termination Payment received from the
applicable Swap Counterparty in respect of the termination of the original
Swap Contract shall be held in the related Swap Administration Account and
distributed as provided in Section 4. In the event that a replacement swap is
procured and the replacement counterparty pays an upfront amount to the Swap
Contract Administrator in connection with the execution of such replacement
swap contract, the Swap Contract Administrator shall use such upfront amount
to pay any remaining Swap Termination Payment due to the applicable Swap
Counterparty in respect of the original Swap Contract, and shall remit to the
Trustee the remaining portion of such upfront amount (based on information
provided by the Trustee) to be included in (i) with respect to the Certificate
Swap Contract, Interest Funds for Loan Group 1 and Loan Group 2 and the
Principal Distribution Amount for Loan Group 1 and Loan Group 2 for the
following Distribution Date to the extent that a Swap Termination Payment was
payable to the Certificate Swap Counterparty in connection with the
termination of the original Certificate Swap Contract and Interest Funds for
Loan Group 1 and Loan Group 2 and the Principal Distribution Amount for Loan
Group 1 and Loan Group 2 for one or more preceding Distribution Dates were
used to cover such Swap Termination Payment or (ii) with respect to the Class
2-A-2B Swap Contract, Interest Funds for Loan Group 2 and the Principal
Distribution Amount for Loan Group 2 for the following Distribution Date to
the extent that a Swap Termination Payment was payable to the Class 2-A-2B
Swap Counterparty in connection with the termination of the original Class
2-A-2B Swap Contract and Interest Funds for Loan Group 2 and the Principal
Distribution Amount for Loan Group 2 for one or more preceding Distribution
Dates were used to cover such Swap Termination Payment, as applicable.
Any upfront amount paid by a replacement counterparty that is not (x)
used by the Swap Contract Administrator to cover any remaining Swap
Termination Payment payable to the applicable Swap Counterparty in respect of
the original Swap Contract or (y) remitted by the
Swap Contract Administrator to the Trustee to be included in the Interest
Funds and Principal Distribution Amount as described in the preceding
paragraph, shall be distributed to CHL.
6. Representations and Warranties of the Swap Contract Administrator. The Swap
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 Swap Contract Administrator under this Agreement.
(b) The execution, delivery and performance of this Agreement by BNY as
Swap Contract Administrator has been duly authorized by BNY.
(c) This Agreement has been duly executed and delivered by BNY as Swap
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).
7. Certain Matters Concerning the Swap Contract Administrator.
(a) The Swap 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
Swap 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 Swap Contract Administrator
shall be determined solely by the express provisions of this
Agreement, the Swap Contract Administrator shall not be liable,
individually or as Swap 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 Swap
Contract Administrator and the Swap 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 Swap 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 Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, for an error of
judgment made in good faith
by a Responsible Officer or Responsible Officers of the Swap
Contract Administrator, unless the Swap Contract Administrator
was grossly negligent or acted in bad faith or with willful
misfeasance; and
(iii) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, with respect to
any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of the Controlling
Party, or exercising any power conferred upon the Swap Contract
Administrator under this Agreement.
(c) Except as otherwise provided in Sections 7(a) and 7(b):
(i) the Swap 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 Swap 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 Swap Contract Administrator shall not be liable,
individually or as Swap 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 Swap 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 so to do
by the Class 2-A-2B Swap Counterparty, the Certificate Swap
Counterparty, CHL or the Trustee; provided, however, that if
the payment within a reasonable time to the Swap 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 Swap Contract Administrator not reasonably
assured to the Swap Contract Administrator by the Class 2-A-2B
Swap Counterparty, the Certificate Swap Counterparty, CHL
and/or the Trustee, the Swap Contract Administrator may require
reasonable indemnity against such expense, or liability from
the Class 2-A-2B Swap Counterparty, the Certificate Swap
Counterparty, CHL and/or the Trustee, as the case may be, as a
condition to taking any such action; and
(v) the Swap 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) CHL covenants and agrees to pay or reimburse the Swap Contract
Administrator, upon its request, for all reasonable expenses and
disbursements incurred or made by the Swap 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 Swap Contract Administrator and any
director, officer, employee or agent of the Swap Contract
Administrator shall be indemnified by CHL and held harmless against
any loss, liability or expense incurred in connection with any legal
action relating to this Agreement, the Swap Contracts or the
Assignment Agreements, or in connection with the performance of any
of the Swap Contract Administrator's duties hereunder or thereunder,
other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of
any of the Swap Contract Administrator's duties hereunder or
thereunder. Such indemnity shall survive the termination of this
Agreement or the resignation of the Swap Contract Administrator
hereunder and under the Swap Contracts and the Assignment
Agreements. Notwithstanding anything to the contrary in this Section
7(a), any expenses, disbursements, losses or liabilities of the Swap
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 NIM Insurer or 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 Swap
Contract Administrator by the Trustee shall be payable by the
Trustee out of the security or indemnity provided by any NIM Insurer
or 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 Swap Contract Administrator hereunder
and (ii) the Person that succeeds BNY as Trustee shall be appointed
as successor Swap 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 Swap 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.
(f) In the event of a NIM Issuance, nothing in this Section 7 shall
limit or otherwise modify or affect the rights, duties or
obligations of the Swap Contract Administrator under the related
Swap Excess Assignment Agreement.
8. 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 CHL 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) The Class 2-A-2B Swap Counterparty and the Certificate Swap
Counterparty shall be express third party beneficiaries of this
Agreement for the purpose of enforcing the provisions hereof to the
extent of each Counterparty's rights explicitly specified herein as
if a party hereto.
(d) This Agreement shall terminate upon the termination of the Swap
Contracts and the disbursement by the Swap Contract Administrator of
all funds received under the Swap Contracts to CHL and the Trustee
on behalf of the Holders of the Benefited Certificates.
(e) This Agreement may be amended, supplemented or modified in writing
by the parties hereto, provided that no amendment shall adversely
affect in any material respect the Counterparty without the prior
written consent of the Counterparty, which consent shall not be
unreasonably withheld.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
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 Swap Contract Administrator
By: /s/ Xxxxxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK,
not in its individual or corporate capacity but
solely as Trustee
By: /s/ Xxxxxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxx Aviez
-------------------------------
Name: Xxxxx Aviez
Title: Vice President
EXHIBIT A
SWAP CONTRACTS
A-1
