Exhibit 99.9
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of August 30, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), JPMORGAN CHASE
BANK, N.A. ("Assignee"), not in its individual capacity but solely in its
capacity as Cap Contract Administrator for CWHEQ Revolving Home Equity Loan
Trust, Series 2006-G, pursuant to a Cap Contract Administration Agreement (the
"Cap Contract Administration Agreement") dated as of August 30, 2006, and
BARCLAYS BANK PLC ("Remaining Party").
W I T N E S S E T H:
WHEREAS, effective as of August 30, 2006 Assignor desires to assign all
of its rights and delegate all of its duties and obligations to Assignee under
a certain Transaction (the "Assigned Transaction") as evidenced by a certain
confirmation with a Trade Date of August 11, 2006 whose BARCLAYS BANK PLC
reference number is 1326844B (the "Confirmation"), a copy of which is attached
hereto as Exhibit I;
WHEREAS, Assignor and Remaining Party executed and delivered the
Confirmation in connection with an ISDA Master Agreement (Multicurrency--Cross
Border) form (the "ISDA Form Master Agreement");
WHEREAS, Assignee desires to accept the assignment of rights and assume
the delegation of duties and obligations of the Assignor under the Assigned
Transaction and the Confirmation, including any modifications that may be
agreed to by Assignee and Remaining Party; and
WHEREAS, Assignor desires to obtain the written consent of Remaining
Party to the assignment, delegation, and assumption and Remaining Party desires
to grant such consent in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Assignment and Assumption. Effective as of and from August 30, 2006
(the "Effective Date"), Assignor hereby assigns all of its rights and delegates
all of its duties and obligations to Assignee and Assignee hereby assumes all
Assignor's rights, duties, and obligations under the Assigned Transaction and
the Confirmation arising on or after the Effective Date.
2. Release. Effective as of and from the Effective Date, Remaining Party
and Assignor hereby release one another from all duties and obligations owed
under and in respect of the Assigned Transaction and the Confirmation, and
Assignor hereby terminates its rights under and in respect of the Assigned
Transaction; provided, that such release shall not affect Assignor's obligation
to pay the Fixed Amount in accordance with the terms of the Assigned
Transaction and the Confirmation.
3. Limitation on Liability. Assignor and Remaining Party agree to the
following: (a) JPMorgan Chase Bank, N.A. ("JPMorgan") is entering into this
Assignment Agreement not in its individual capacity but solely in its capacity
as Cap Contract Administrator under the Cap Contract Administration Agreement;
and (b) in no case shall JPMorgan (or any person acting as successor Cap
Contract Administrator under the Cap Contract Administration Agreement) be
personally liable for or on account of any of the statements, representations,
warranties, covenants or obligations stated to be those of Assignee under the
terms of the Assigned Transaction, all such liability, if any, being expressly
waived by Assignor and Remaining Party and any person claiming by, through or
under either such party.
4. Consent and Acknowledgment of Remaining Party. Remaining Party hereby
consents to the assignment and delegation by Assignor to Assignee of all the
rights, duties, and obligations of Assignor under the Assigned Transaction
pursuant to this Assignment Agreement.
5. Governing Agreement. The Assigned Transaction and the Confirmation
shall form a part of, and be subject to, the ISDA Form Master Agreement, as if
Assignee and Remaining Party had executed such agreement on the Effective Date
of the Transaction (the "Assignee Agreement"). The Confirmation, together with
all other documents referring to the ISDA Form Master Agreement confirming
transactions entered into between Assignee and Remaining Party, shall form a
part of, and be subject to, the Assignee Agreement. For the purposes of this
paragraph, capitalized terms used herein and not otherwise defined shall have
the meanings assigned in the ISDA Form Master Agreement.
6. Additional Provision. Each party hereby agrees that the Confirmation
and thus the Assigned Transaction are each hereby amended as follows:
(a) The following additional provision shall be added as a new
Section 8:
"Regulation AB Compliance. Party A and Party B agree that the terms
of the Item 1115 Agreement dated as of February 16, 2006 (the
"Regulation AB Agreement"), between Countrywide Home Loans, Inc.,
CWABS, INC., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and Barclays
Bank PLC shall be incorporated by reference into this Agreement so
that Party B shall be an express third party beneficiary of the
Regulation AB Agreement. A copy of the Regulation AB Agreement is
attached hereto as Annex A."
(b) The Item 1115 Agreement dated as of February 16, 2006, between
Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc.,
CWHEQ, Inc. and Barclays Bank PLC, a copy of which is attached hereto as
Exhibit II, shall be added as Annex A.
7. Representations. Each party hereby represents and warrants to the
other parties as follows:
(a) It is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization or incorporation;
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(b) It has the power to execute and deliver this Assignment Agreement;
and
(c) Its obligations under this Assignment Agreement constitute its
legal, valid and binding obligations, enforceable in accordance
with their respective terms.
As of the Effective Date, each of Assignor and Remaining Party represents
that no event or condition has occurred that constitutes an Event of Default, a
Potential Event of Default or, to the party's knowledge, a Termination Event
(as such terms are defined in the Confirmation and Assignee Agreement), with
respect to the party, and no such event would occur as a result of the party's
entering into or performing its obligations under this Assignment Agreement.
8. Indemnity. Each of Assignor and Remaining Party hereby agrees to
indemnify and hold harmless Assignee with respect to any and all claims arising
under the Assigned Transaction prior to the Effective Date. Each of Assignee
and Remaining Party (subject to the limitations set forth in paragraph 3 above)
hereby agrees to indemnify and hold harmless Assignor with respect to any and
all claims arising under the Assigned Transaction on or after the Effective
Date.
9. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
10. Notices. For the purposes of this Assignment Agreement and Section
12(a) of the ISDA Form Master Agreement of the Assigned Transaction, the
addresses for notices or communications are as follows: (i) in the case of
Assignor, Countrywide Home Loans, Inc., 0000 Xxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxxx Xxxxx, with a copy to the same address,
Attention: Legal Department, or such other address as may be hereafter
furnished in writing to Assignee and Remaining Party; (ii) in the case of
Assignee, JPMorgan Chase Bank, N.A., 4 New York Plaza, 6th Floor, New York, New
York 10004, Attention: Worldwide Securities Services/Structure Finance
Services, Countrywide HEL CWHEQ 2006-G or such other address as may be
hereafter furnished in writing to Assignor and Remaining Party; and (iii) in
the case of Remaining Party, Barclays Bank PLC, 5 The North Colonade, Canary
Wharf, E14 4 BB, such other address as may be hereafter furnished in writing to
Assignor and Assignee.
11. Payments. All payments (if any) remitted by Remaining Party under the
Assigned Transaction shall be made by wire transfer according to the following
instructions:
JPMorgan Chase Bank, N.A. - Houston, TX.
ABA# 000000000
Acct Number: 00103409232
Acct Name: Houston Structured Finance
Ref: CWHEQ 2006-G
12. Counterparts. This Assignment Agreement may be executed and delivered
in counterparts (including by facsimile transmission), each of which when
executed shall be deemed to be an original but all of which taken together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as of the date first above written.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
-----------------------------
Title: Executive Vice President
----------------------------
JPMORGAN CHASE BANK, N.A., not in
its individual capacity but solely
as Cap Contract Administrator for
CWHEQ Revolving Home Equity Loan
Trust, Series 2006-G
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxx
-----------------------------
Title: Attorney-In-Fact
----------------------------
BARCLAYS BANK PLC
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
-----------------------------
Title: Authorised Signatory
-----------------------------
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EXHIBIT I
BARCLAYS 5 The North Colonnade
CAPITAL Xxxxxx Xxxxx
Xxxxxx X00 0XX
Xxxxxx Xxxxxxx
Tel x00 (0)00 0000 0000
To: COUNTRYWIDE HOME LOANS, INC. (the "Counterparty")
Attn: XXXX XXXXXX
Fax No: (00)0-000-0000000
From: BARCLAYS BANK PLC (LONDON HEAD OFFICE) ("Barclays")
Date: August 29, 2006
Reference: 1326844B
Amended Rate Cap 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. 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.
1. 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
with 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 terms of the particular Transaction to which this Confirmation relates are
as follows:
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2. TRADE DETAILS
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Notional Amount: With respect to any Calculation
Period, the amount set forth for such
period in Schedule A attached hereto.
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Trade Date: August 11, 2006
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Effective Date: August 30, 2006
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Termination Date: March 15, 2012; subject to adjustment
in accordance with the Following
Business Day Convention
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Barclays Capital - the investment banking division of Barclays Bank PLC
Registered in England 1026167.
Registered office 0 Xxxxxxxxx Xxxxx, Xxxxxx X00 0XX, Authorised and regulated
by the Financial Services Authority and a member of the London Stock Exchange.
Page 2 of 11
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Fixed Amounts:
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Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment August 30, 2006; subject to
Date(s): adjustment in accordance with the
Following Business Day Convention
Fixed Amount: USD23,000.
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Floating Amounts: To be determined in accordance with
the following formula:
Greater of (i) (Floating Rate - Cap
Rate) * Notional Amount * Floating
Rate Day Count Fraction; and (ii)
zero.
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Floating Rate Payer: Barclays.
Cap Rate Please see Schedule attached hereto
Floating Rate Payer Payment Early Payment shall be applicable. For
each Calculation Period, the first
Business Day prior to each Floating
Rate Payer Period End Date.
Floating Rate Payer Period End
Date(s): The 15th of each month in each year
from (and including) October 15, 2006
to (and including) the Termination
Date; subject to adjustment in
accordance with the Following Business
Day Convention
Floating Rate Option. USD-LIBOR-BBA. For the avoidance of
doubt, the Floating Rate shall be
subject to interpolation.
Floating Rate Day Count
Fraction: Actual / 360
Designated Maturity: 1 Month.
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Reset Dates: The first day of Each Calculation
Period.
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Business Days: New York.
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Governing Law: This Transaction and this Confirmation
will be governed by and construed in
accordance with the laws of the State
of New York (without reference to
choice of law doctrine except Section
5-1401 and Section 5-1402 of the New
York General Obligation Law).
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3. ACCOUNT DETAILS
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Payments to Barclays: Correspondent: BARCLAYS BANK PLC
NEW YORK
FEED: 026002574
Beneficiary: BARCLAYS SWAPS
Beneficiary Account: 000-00000-0
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Page 3 of 11
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Payments to Counterparty: Beneficiary Account: BANK OF AMERICA
NA-SAN FRANCISCO
FEED: 121000358
Beneficiary: COUNTRYWIDE HOME
LOANS, INC.
A/C: 12352 06200
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4. OFFICES
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Barclays: Address for Notices:
0 Xxx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
X00 0 XX
Tel: 00(00) 0000 0000
Fax: 00(00) 000 00000
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Counterparty Address for Notices:
X/X XXXXXXXXXXX XXXXXXX
XXXXXXXXXXX
00000 XXXXXX XXXX
MAIL STOP WLAR-43
XXXXXXXX XXXXXXX XX 00000
Tel: 0(000) 000-0000
Fax: 0(000) 0000000
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5. Left Intentionally Blank.
6. Assignment of the Transaction:
At the option of the Counterparty, upon payment of the Fixed Amount and
satisfaction of any other conditions described herein, on a date in the future,
(the "Transfer Date") Barclays and an entity (the "Transferee") to be
designated by the Counterparty and approved by Barclays will enter into a
novation agreement (substantially in the form of the ISDA Form Novation
Agreement published by the International Swaps and Derivatives Association,
Inc., a copy of which is attached hereto as Annex A, and otherwise acceptable
to Barclays) under which, among other things, the Counterparty will transfer
its interest as the Counterparty to the Transaction under this Confirmation to
the Transferee, and under which the Transferee shall assume the rights and
obligations of the Counterparty to the Transaction under this Confirmation (the
"Transfer"). Upon transfer of this Transaction to the Transferee, all
references to Party B or the Counterparty or words of similar meaning or import
shall be deemed to be a reference to the Transferee.
As of the date of such Transfer, the Transferee and Barclays will be deemed to
enter into an ISDA Master Agreement in the form of the 1992 ISDA Master
Agreement (Multicurrency - Cross Border) published by the International Swaps
and Derivatives Association, Inc. (the "Form ISDA Master Agreement") without
any Schedule, except for the elections that are provided in Part 7 of this
Confirmation. As of the date of such Transfer, as between the Transferee and
Barclays, this Confirmation shall be deemed to supplement, form a part of, and
be subject to the Form ISDA Master Agreement (together, the "Transferred
Agreement"). All provisions contained in the Form ISDA Master Agreement shall
govern this Confirmation except as expressly modified herein.
7. Provisions Deemed Incorporated into this Agreement upon Transfer:
As of the date of Transfer, the following provisions i) through vii) will be
deemed to be incorporated into the Transferred Agreement:
i) The parties agree that subparagraph (ii) of Section 2(c) of the
ISDA Form Master Agreement will apply to any Transaction.
Page 4 of 11
ii) Termination Provisions. For purposes of the Transferred Agreement:
(a) "Specified Entity" means in relation to Party A for the purpose of
the Agreement:
Section 5(a)(v): None;
Section 5(a)(vi): None;
Section 5(a)(vii): None;
Section 5(b)(iv): None;
and in relation to Party B for the purpose of this Agreement:
Section 5(a)(v): None;
Section 5(a)(vi): None;
Section 5(a)(vii): None;
Section 5(b)(iv): None.
(b) "Specified Transaction" shall be inapplicable to Party A and Party
B.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii) of the
Agreement will be inapplicable to Party A and Party B.
(d) The "Credit Support Default" provisions of Section 5(a)(iii) of the
Agreement will be inapplicable to Party B.
(e) The "Misrepresentation" provisions of Section 5(a)(iv) of the
Agreement will be inapplicable to Party A and Party B.
(f) The "Default Under Specified Transaction" provisions of Section
5(a)(v) of the Agreement will be inapplicable to Party A and Party
B.
(g) The "Cross Default" provisions of Section 5(a)(vi) of the Agreement
will be inapplicable to Party A and Party B.
(h) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of
the Agreement will be inapplicable to Party A and Party B.
(i) The "Bankruptcy" provision of Section 5(a)(vii)(2) will not apply
to Party B.
(j) The "Automatic Early Termination" provision of Section 6(a) of the
Agreement will be inapplicable to Party A and Party B.
(k) Payments on Early Termination. For the purpose of Section 6(e) of
the Transferred Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(l) "Termination Currency" means United States Dollars.
iii) Tax Representations.
Payer Tax Representations. For the purpose of Section 3(e), each of
Barclays and the Counterparty makes the following representation:
It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or
on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this
representation, it may rely on: (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of
Page 5 of 11
this Agreement; (ii) the satisfaction of the agreement of the other
party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement; and (iii) the satisfaction of the agreement of the other
party contained in Section 4(d) of this Agreement, provided that it
shall not be a breach of this representation where reliance is
placed on clause (ii) and the other party does not deliver a form
or document under Section 4(a)(iii) by reason of material prejudice
to its legal or commercial position.
Barclays Payee Tax Representations. For the purpose of Section 3(f),
Barclays makes the following representations:
With respect to payments made to Barclays which are not effectively
connected to the U.S.: It is a non-U.S. branch of a foreign person
for U.S. federal income tax purposes.
With respect to payments made to Barclays which are effectively
connected to the U.S.: Each payment received or to be received by
it in connection with this Agreement will be effectively connected
with its conduct of a trade or business in the U.S.
Counterparty Payee Tax Representations. For the purpose of Section 3(f),
Counterparty makes the following representation:
Counterparty represents that it is a "United States person" as such
term is defined in Section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended.
iv) Documents to be Delivered. For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
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Party required to Form/Document/Certificate Date by which to be
deliver delivered
document
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Barclays and Counterparty Any document required or Promptly after the
reasonably requested to earlier of (i)
allow the other party to reasonable demand by
make payments under this either party or (ii)
Agreement without any within 30 days of the
deduction or withholding Transfer Date.
for or on the account of
any Tax or with such
deduction or withholding
at a reduced rate.
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(b) Other Documents to be delivered are:
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Party required to Form/Document/Certificate Date by which to be Covered by
deliver document delivered Section 3(d)
representation
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Barclays and the Any documents required or Transfer Date. Yes
Counterparty reasonably requested by
the receiving party to
evidence authority of the
delivering party or its
Credit Support Provider,
if any, to execute and
deliver this Agreement,
any Confirmation, and any
Credit Support Documents
to which it is a party,
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Page 6 of 11
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and to evidence the
authority of the
delivering party to its
Credit Support
Provider to perform its
obligations under this
Agreement, such
Confirmation and/or
Credit Support Document,
as the case may be.
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Barclays and the A certificate of an Transfer Date Yes
Counterparty authorized officer of
the party, as to the
incumbency and authority
of the respective officers
of the party signing this
agreement, any relevant
Credit Support Document,
or any Confirmation, as
the case may be.
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v) Miscellaneous.
(a) Address for Notices: For the purposes of Section 12(a) of this
Agreement:
Address for notices or communications to Barclays:
Address: 0 Xxx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
X00 0XX
Facsimile: 00(00) 000 00000
Phone: 00(00) 000 00000
Address for notices or communications to the Counterparty:
To be provided by counterparty.
(b) Process Agent. For the purpose of Section 13(c):
Barclays appoints as its Process Agent: Barclays Bank PLC, New York
Branch.
Counterparty appoints as its Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a) will apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Barclays is a Multibranch Party and may act through its London and
New York offices.
Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Barclays; provided, however,
that if an Event of Default occurs with respect to Barclays, then the
Counterparty shall be entitled to appoint a financial institution which
would qualify as a Reference Market-maker to act as Calculation Agent.
(f) Credit Support Document. Not applicable for either Barclays or the
Counterparty.
(g) Credit Support Provider.
With respect to Barclays: Not Applicable:
With respect to Counterparty: Not Applicable.
Page 7 of 11
(h) Governing Law. is Agreement shall be governed by, and construed in
accordance with the laws of the State of New York (without
reference to choice of law doctrine except Section 5-1401 and
Section 5-1402 of the New York General Obligation Law).
(i) Consent to Recording. Each party hereto consents and agrees the
monitoring or recording, at any time and from time to time, by the
other party of any and all communications between officers or
employees of the parties, waives any further notice of such
monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.
(j) Waiver of Jury Trial. To the extent permitted by applicable law,
each party irrevocably waives any and all right to trial by jury in
any legal proceeding in connection with this Agreement, any Credit
Support Document to which it is a Party, or any Transaction. Each
party also acknowledges that this waiver is a material inducement
to the other party's entering into this Agreement.
(k) "Affiliate" Counterparty shall be deemed to not have any Affiliates
for purposes of this Agreement.
(i) Severability. If any term, provision, covenant, or condition of
this Agreement, or the application thereof to any party or
circumstance, shall be held to be invalid or unenforceable (in
whole or in part) for any reason, the remaining terms, provisions,
covenants, and conditions hereof shall continue in full force and
effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so
modified continues to express, without material change, the
original intentions of the parties as to the subject matter of this
Agreement and the deletion of such portion of this Agreement will
not substantially impair the respective benefits or expectations of
the parties.
The parties shall endeavor to engage in good faith negotiations to
replace any invalid or unenforceable term, provision, covenant or
condition with a valid or enforceable term, provision, covenant or
condition, the economic effect of which comes as close as possible
to that of the invalid or unenforceable term, provision, covenant
or condition
vi) Additional Representations:
Each party represents to the other party that (absent a written agreement
between the parties that expressly imposes affirmative obligations to the
contrary):-
(a) Non-Reliance. It is acting for its own account, and it has made its
own independent decisions to enter into the Transaction and as to
whether the Transaction is appropriate or proper based upon its own
judgment and upon advice from such advisers as it has deemed
necessary. It is not relying on any communication (written or oral)
of the other party as investment advice or as a recommendation to
enter into the Transaction: it being understood that information
and explanations related to the terms and conditions of the
Transaction shall not be considered investment advice or a
recommendation to enter into the Transaction. No communication
(written or oral) received from the other party shall be deemed to
be an assurance or guarantee as to the expected results of the
Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits
of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of the Transaction. It is also capable of
assuming, and assumes, the risks of the Transaction.
Page 8 of 11
(c) Status of Parties. The other party is not acting as a fiduciary for
or an adviser to it in respect of the Transaction.
(d) Purpose. It is entering into the Transaction for the purposes of
hedging its assets or liabilities or in connection with a line of
business.
(e) Eligible Contract Participant Representation. 1t is an "eligible
contract participant" within the meaning of Section l(a)(12) of the
Commodity Exchange Act, as amended, including as amended by the
Commodity Futures Modernization Act of 2000.
vii) Other Provisions.
(a) Fully-Paid Party Protected. Notwithstanding the terms of Sections 5
and 6 of the Agreement if Party B has satisfied in full all of its
payment obligations under Section 2(a)(i) of the Agreement, then
unless Party A is required pursuant to appropriate proceedings to
return to Party B or otherwise returns to Party B upon demand of
Party B any portion of such payment, (a) the occurrence of an event
described in Section 5(a) of the Agreement with respect to Party B
shall not constitute an Event of Default or Potential Event of
Default with respect to Party B as the Defaulting Party and (b)
Party A shall be entitled to designate an Early Termination Event
pursuant to Section 6 of the Agreement only as a result of a
Termination Event set forth in either Section 5(b)(i) or Section
5(b)(ii) of the Agreement with respect to Party A as the Affected
Party or Section 5(b)(iii) of the Agreement with respect to Party A
as the Burdened Party. For purposes of the Transaction to which
this Confirmation relates, Party B's only obligation under Section
2(a)(i) of the Agreement is to pay the Fixed Amount on the Fixed
Rate Payer Payment Date.
(b) Set-Off. Notwithstanding any provision of this Agreement or any
other existing or future agreement, each party irrevocably waives
any and all rights it may have to set off, net, recoup or otherwise
withhold or suspend or condition payment or performance of any
obligation between it and the other party hereunder against any
obligation between it and the other party under any other
agreements. The provisions for Set-Off set fort in Section 6(e) of
the Agreement shall not apply for purposes of this Transaction.
(c) Proceedings. Party A shall not institute against or cause any other
person to institute against, or join any other person in
instituting against, the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy, dissolution or
similar law, for a period of one year and one day (or, if longer,
the applicable preference period) following indefeasible payment in
full of the Certificates.
(d) Regulation AB Compliance. Party A and Party B agree that the terms
of the Item 1115 Agreement dated as of February 16, 2006 (the
"Regulation AB Agreement"), between Countrywide Home Loans, Inc.,
CWABS, INC., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and Barclays
Bank PLC shall be incorporated by reference into this Agreement so
that Party B shall be an express third party beneficiary of the
Regulation AB Agreement. A copy of the Regulation AB Agreement is
attached hereto as Annex A.
Pap 9 of 11
The time of dealing will be confirmed by Burlap upon written request.
Barclays is regulated by the Financial Service Authority. Bamboo 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 (6904/6965) 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)
207773-6810/6857, Tel +(44) 207773-69016904/6965, and (ii) mailing the
signed copy to Barclays Bank PLC, 5 Xxx Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx,
Xxxxxx X00 0XX, 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 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/ Xxx Xxxxx /s/ Xxxxxx Xxxxx
--------------------- ---------------------
NAME: Xxx Xxxxx NAME: Xxxxxx Xxxxx
Authorised Signatory Authorised Signatory
Date: 29/08/2006 Executive Vice President
Date: August 29, 2006
Barclays Bank PLC and its Affiliates, including Barclays Capital Inc.,
may share with each other information, including non-public credit
information, concerning its clients end prospective clients. If you do
not want such information to be shared, you must write to the Director of
Compliance, BarcLays Bank PLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000.
EXHIBIT II
Item 1115 Agreement dated as of February 16, 2006 (this "Agreement"),
between COUNTRYWIDE HOME LOANS, INC., a New York corporation ("CHL"), CWABS,
INC., a Delaware corporation ("CWABS"), CWMBS, Inc., a Delaware corporation
("CWMBS"), CWALT, Inc., a Delaware corporation ("CWALT"), CWHEQ, Inc., a
Delaware corporation ("CWHEQ") and BARCLAYS BANK PLC, as counterparty (the
"Counterparty").
RECITALS
WHEREAS, CWABS, CWMBS, CWALT and CWHEQ each have filed Registration
Statements on Form S-3 (each, a "Registration Statement") with the Securities
and Exchange Commission (the "Commission") for purposes of offering mortgage
backed or asset-backed notes and/or certificates (the "Securities") through
special purpose vehicles (each, an "SPV").
WHEREAS, from time to time, on the closing date (the "Closing
Date") of a transaction pursuant to which Securities are offered (each, a
"transaction"), the Counterparty and CHL or an underwriter or dealer with
respect to the Transaction, enter into certain derivative agreements (each, a
"Derivative Agreement"), including interest rate caps and interest rate or
currency swaps, for purposes of providing certain yield enhancements that are
assigned to the SPV or the related trustee on behalf of the SPV or a swap or
corridor contract administrator (each, an "Administrator").
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereby agree as follows:
Section 1. Definitions
Company Information: As defined in Section 4(a)(i).
Company Financial Information: As defined in Section 2(a)(ii).
Countrywide Indemnified Party: As defined in Suction 4(a).
Counterparty Indemnified Party: As defined in Section 4(b).
Depositor: Means CWABS, CWMBS, CWALT or CWHEQ with respect to the
related Registration Statement for which the entity of the registrant.
GAAP: As defined in Section 3(a)( v).
XXXXX: The Commission's Electronic Data Gathering, Analysis and
Retrieval system.
Exchange Act: The Securities Exchange Act of 1934, as amended and
the rules and regulations promulgated thereunder.
Exchange Act Reports: All Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to be
filed with respect to the related SPV pursuant to the Exchange Act.
Indemnified Party: As defined in Section 4(b).
Master Agreement: The ISDA Master Agreement between the
Counterparty and CHL, or if no such Master Agreement exists, the ISDA Master
Agreement assumed to apply to the Derivative Agreement pursuant to its terms.
Prospectus Supplement: The prospectus supplement prepared in
connection with the public offering and sale of the related Securities.
Regulation AB: Subpart 229.1100 -- Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
Securities Act: The Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
Section 2. Information to Be Provided by the Counterparty.
(a) Prior to printing the related Prospectus Supplement,
(i) the Counterparty shall provide to the related Depositor such
information regarding the Counterparty, as a derivative
instrument counterparty, as is reasonably requested by the
related Depositor for the purpose of compliance with Item
1115(a)(1) of Regulation AB. Such information shall include,
at a minimum:
(A) The Counterparty's legal name (and any d/b/a);
(B) the organizational form of the Counterparty;
(C) a description of the general character of the business
of the Counterparty;
(D) a description of any affiliation or relationship
between the Counterparty and any of the following
parties:
(1) CHL (or any other sponsor identified to the
Counterparty by CHL);
(2) the related Depositor (as identified to the
Counterparty by CHL);
2
(3) the SPY;
(4) Countrywide Home Loans Servicing LP (or any other
servicer or master servicer identified to the
Counterparty by CHL);
(5) The Bank of New York (or any other trustee
identified to the Counterparty by CHL);
(6) any originator identified to the Counterparty by
CHL;
(7) any enhancement or support provider identified to
the Counterparty by CHL; and
(8) any other material transaction party identified
to the Counterparty by CHL.
(ii) if requested by the related Depositor for the purpose of
compliance with Item 1115(b) with respect to a Transaction,
the Counterparty shall:
(A) provide the financial data required by Item 1115(b)(1)
or (b)(2) of Regulation AB (as specified by the related
Depositor to the Counterparty) with respect to the
Counterparty (or any entity that consolidates the
Counterparty) and any affiliated entities providing
derivative instruments to the SPV (the "Company
Financial Information"), in a form appropriate for use
in the Prospectus Supplement and in an XXXXX-compatible
form (if not incorporated by reference) and hereby
authorizes the related Depositor to incorporate by
reference the financial data required by Item
1115(b)(2) of Regulation AB; and
(B) if applicable, cause its accountants to issue their
consent to the filing or the incorporation by reference
of such financial statements in the Registration
Statement.
(b) Following the Closing Date with respect to a Transaction,
(i) no later than the 25th calendar day of each month, the
Counterparty shall (1) notify the related Depositor in
writing of any affiliations or relationships that develop
following the Closing Date between the Counterparty and any
of the parties specified in Section 2(a)(i)(E) (and any other
parties identified in writing by the related Depositor) and
(2) provide to the related Depositor a description of such
proceedings, affiliations or relationships as described in
Section 2(b)(i)(1);
(ii) if the Counterparty provided Company Financial Information to
the related Depositor for the Prospectus Supplement, within 5
Business Days of the release of any updated financial data,
the Counterparty shall (1)
3
provide current Company Financial Information as required
under Item 1115(b) of Regulation AB to the related Depositor
in an XXXXX- compatible form (if not incorporated by
reference) and hereby authorizes the related Depositor to
incorporate by reference the financial data required by Item
1115(b)(2) of Regulation AB, and (2) if applicable, cause its
accountants to issue their consent to filing or incorporation
by reference of such financial statements in the Exchange Act
Reports of the SPY; and
(iii) if the related Depositor requests Company Financial
Information from the Counterparty, for the purpose of
compliance with Item 1115(b) of Regulation AB following the
Closing Date, the Counterparty shall upon five Business Days
written notice either (A), (1) provide current Company
Financial Information as required under Item 1115(b) of
Regulation AB to the related Depositor in an XXXXX-compatible
form (if not incorporated by reference) and hereby authorizes
the related Depositor to incorporate by reference the
financial data required by Item 1115(b)(2) of Regulation AB,
(2) if applicable, cause its accountants to issue their
consent to filing or incorporation by reference of such
financial statements in the Exchange Act Reports of the SPY
and (3) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information
as required under Item 1115(b) of Regulation AB to the
related Depositor in an XXXXX-compatible form and if
applicable, cause its accountants to issue their consent to
filing or incorporation by reference of such financial
statements in the Exchange Act Reports of the SPV or (B)
assign the Derivative Agreement as provided below.
Section 3. Representations and Warranties and Covenants of the Counterparty.
(a) The Counterparty represents and warrants to the related Depositor,
as of the date on which information is first provided to the
related Depositor under Section 2(a)(ii), Section 2(b)(ii) or
Section 2(b)(iii)(A), that, except as disclosed in writing the
related Depositor prior to such date:
(i) The Counterparty or the entity that consolidates the
Counterparty is required to file reports with the Commission
pursuant to section 13(a) or 15(d) of the Exchange Act.
(ii) The Counterparty or the entity that consolidates the
Counterparty has filed all reports and other materials
required to be filed by such requirements during the
preceding 12 months (or such shorter period that such party
was required to file such reports and materials).
(iii) The reports filed by the Counterparty, or entity that
consolidates the Counterparty, include (or properly
incorporate by reference) the financial statements of the
Counterparty.
4
(iv) The accountants who certify the financial statements and
supporting schedules included in the Company Financial
Information (if applicable) are independent registered public
accountants as required by the Securities Act.
(v) If applicable, the financial statements included in the
Company Financial Information present fairly the consolidated
financial position of the Counterparty (or the entity that
consolidates the Counterparty) and its consolidated
subsidiaries as at the dates indicated and the consolidated
results of their operations and cash flows for the periods
specified; except as otherwise stated in the Company
Financial Information, said financial statements have been
prepared in conformity with generally accepted accounting
principles ("GAAP") applied on a consistent basis; and the
supporting schedules included in the Company Financial
Information present fairly in accordance with GAAP the
information required to be stated therein. The selected
financial data and summary financial information included in
the Company Financial Information present fairly the
information shown therein and have been compiled on a basis
consistent with that of the audited financial statements of
the Counterparty.
(vi) The Company Financial Information and other Company
Information included or incorporated by reference in the
Registration Statement (including through filing on an
Exchange Act Report), at the time they were or hereafter are
filed with the Commission, complied in all material respects
with the requirements of Item 1115(b) of Regulation AB (in
the case of the Company Financial Information) and, did not
and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made,
not misleading.
(b) If the Counterparty has provided Company Financial Information that
is incorporated by reference into the Registration Statement of the
related Depositor, the Counterparty, so long as the related
Depositor is required to file Exchange Act Reports with respect to
the SPV, will file promptly all documents required to be filed with
the Commission pursuant to Section 13 or 14 of the 1934 Act.
(c) If at any time the representations and warranties set forth in
3(a)(i) through (iii) are no longer true and correct, the
Counterparty shall provide notice to the related Depositor, and if
any Company Financial Information is required to be included in the
Registration Statement, or the Exchange Act Reports of the SPV,
will provide to the related Depositor such Company Financial
Information in XXXXX-compatible format no later than the 25th
calendar day of the month in which any of the representations or
warranties in Section 3(a)(i) through (iii) ceased to be correct.
5
(d) The Counterparty agrees that the terms of this Agreement shall be
incorporated by reference into any Derivative Agreement so that
each SPV who is a beneficiary of a Derivative Agreement shall be an
express third party beneficiary of this Agreement.
Section 4. Indemnification; Remedies
(a) The Counterparty shall indemnify CHL and the related Depositor,
each person responsible for execution of a certification pursuant
to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act; each
broker dealer acting as underwriter, each person who controls any
of such parties (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act); and the respective present
and former directors, officers; employees and agents of each of the
foregoing (each, a "Countrywide Indemnified Party"), and shall hold
each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any
of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report,
accountants' consent or other material provided in written or
electronic form under Section 2 by or on behalf of the
Counterparty (collectively, the "Company Information"), or
(B) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the
Company Information or necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading;
(ii) any failure by the Counterparty to deliver any information,
certification, accountants' consent or other material or to
assign the Derivative Agreement when and as required under
Section 2; or
(iii) any breach by the Counterparty of a representation or
warranty set forth in Section 3(a) and made as of a date
prior to the Closing Date, to the extent that such breach is
not cured by the Closing Date, or any breach by the
Counterparty of a representation or warranty pursuant to
Section 3 to the extent made as of a date subsequent to the
Closing Date.
In the case of any failure of performance described in clause
(a)(ii) of this Section, the Counterparty shall promptly reimburse
the related Depositor and each Person responsible for execution of
a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
the Exchange Act with respect to the SPV, for all costs reasonably
incurred by each such party in order to obtain the information,
report, certification, accountants' consent or other material not
delivered as required by the Counterparty.
(b) The Depositor shall indemnify the Counterparty, each of its
officers and directors and each person who controls the
Counterparty (within the meaning of Section 15
6
of the Securities Act and Section 20 of the Exchange Act) (each, a
"Counterparty Indemnified Party"; and each of the Countrywide
Indemnified Party and the Counterparty Indemnified Party shall be
referred to as the "Indemnified Party"), and shall hold each of
them harmless from and against any losses; damages, penalties,
fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon any untrue statement or
alleged untrue statement of any material fact contained in the
Prospectus Supplement or any free writing prospectus with respect
to the related Securities or the omission or alleged omission to
state a material fact necessary in order to make the statements
therein not misleading; provided, however, that the indemnity set
forth in this Section 4(b) shall not apply insofar as such losses,
claims, expenses, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in the
Company Information or the omission or alleged omission to state in
the Company Information a material fact necessary in order to make
the statements therein not misleading and/or (ii) a breach of the
representations set forth in Sections 3(a) above.
(c) Promptly after the Indemnified Party receives notice of the
commencement of any such action, the Indemnified Party will, if a
claim in respect thereof is to be made pursuant to this Agreement,
promptly notify the indemnifying party in writing of the
commencement thereof. In case any such action is brought against
the Indemnified Party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the Indemnified Party in
any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the Indemnified
Party except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the Indemnified Party.
Notwithstanding the indemnifying party's election to appoint
counsel to represent the Indemnified Party in an action, the
Indemnified Party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear
the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to
represent the Indemnified Party would present such counsel with a
conflict of interest, (u) the actual or potential defendants in, or
targets of, any such action include both the Indemnified Party and
the indemnifying party, and the Indemnified Party shall have
reasonably concluded that there maybe legal defenses available to
it that are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the Indemnified Party
to represent the Indemnified Party within a reasonable time after
notice of the institution of such action or (iv) the indemnifying
party shall authorize the Indemnified Party to employ separate
counsel at the expense of the indemnifying party. The indemnifying
party will not, without the prior written consent of the
Indemnified Party, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which
7
indemnification or contribution may be sought hereunder (whether or
not the Indemnified Party is an actual or potential party to such
claim or action) unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Party from
all liability arising out of such claim, action, suit or
proceeding. In addition, for so long as the indemnifying party is
covering all costs and expenses of the Indemnified Party as
provided herein, no Indemnified Party will settle or compromise or
consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder without the
consent of the indemnifying party, which consent shall not be
unreasonably withheld.
(d) Nothing in this agreement shall be construed to allow the
Indemnified Party to recover punitive damages or consequential
damages from the indemnifying party.
(e) (i) Any failure by the Counterparty to deliver any information,
report, accountants' consent or other material when and in
any case only as required under Section 2 or any breach by
the Counterparty of a representation or warranty set forth in
Section 3 and made as of a date prior to the Closing Date, to
the extent that such breach is not cured by the Closing Date
(or in the case of information needed for purposes of
printing the Prospectus Supplement, the date of printing of
the Prospectus Supplement), or any breach by the Counterparty
of a representation or warranty pursuant to Section 3 to the
extent made as of a date subsequent to such closing date,
shall, except as provided in clause (ii) of this paragraph,
immediately and automatically, without notice or grace
period, constitute an Additional Termination Event (as
defined in the Master Agreement) with the Counterparty as the
sole Affected Party (as defined in the Master Agreement)
Under the Derivative Agreement. Following such termination, a
termination payment (if any) shall be payable by the
applicable party as determined by the application of Section
6(e)(ii) of the Master Agreement, with Market Quotation and
Second Method being the applicable method for determining the
termination payment (notwithstanding anything in the
Derivative Agreement to the contrary)
(ii) If the Counterparty has failed to deliver any information,
report, or accountants' consent when and as required under
Section 2, which continues unremedied for the lesser of ten
calendar days after the date on which such information,
report, or accountants' consent was required to be delivered
or such period in which the applicable Exchange Act Report
for which such information is required can be timely filed
(without taking into account any extensions permitted to be
filed), and the Counterparty has not, at its own cost, within
the period in which the applicable Exchange Act Report for
which such information is required can be timely filed caused
another entity (which meets any applicable ratings threshold
in the Derivative Agreement) to replace the Counterparty as
party to the Derivative Agreement that (i) has signed an
agreement with CHL and the
8
Depositors substantially in the form of this Agreement, (ii)
has agreed to deliver any information, report, certification
or accountants' consent when and as required under Section 2
hereof and (iii) is approved by the Depositor (which approval
shall not be unreasonably withheld) and any rating agency, if
applicable, on terms substantially similar to the Derivative
Agreement, then an Additional Termination Event (as defined
in the Master Agreement) shall have occurred with the
Counterparty as the sole Affected Party. Following such
termination, a termination payment (if any) shall be payable
by the applicable party as determined by the application of
Section 6(e)(ii) of the Master Agreement, with Market
Quotation and Second Method being the applicable method for
determining the termination payment (notwithstanding anything
in the Derivative Agreement to the contrary).
(iii) In the event that the Counterparty or the SPV has found a
replacement entity in accordance with Section 2(b)(ii), the
Counterparty shall promptly reimburse the SPV for all
reasonable incidental expenses incurred by the SPV, as such
are incurred, in connection with the termination of the
Counterparty as counterparty and the entry into a new
Derivative Instrument. The provisions of this paragraph shall
not limit whatever rights the SPV may have under other
provisions of this Agreement or otherwise, whether in equity
or at law, such as an action for damages, specific
performance or injunctive relief.
Section 5. Miscellaneous.
(a) Construction. Throughout this Agreement, as the context requires,
(a) the singular tense and number includes the plural, and the
plural tense and number includes the singular; (b) the past tense
includes the present, and the present tense includes the past; and
(c) references to parties, sections, schedules, and exhibits mean
the parties, sections, schedules, and exhibits of and to this
Agreement. The section headings in this Agreement are inserted only
as a matter of convenience, and in no way define, limit, extend, or
interpret the scope of this Agreement or of any particular section.
(b) Assignment. None of the parties may assign their rights under this
Agreement without the prior written consent of the other parties.
Subject to the foregoing, this Agreement shall be binding on and
inure to the benefit of the parties and their respective successors
and permitted assigns.
(c) No Third-Party Benefits Except as Specified. None of the provisions
of this Agreement are intended to benefit, or to be enforceable by,
any third-party beneficiaries except the related SPV and any
trustee of an SPV or any Administrator.
9
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without
regard to the conflict of laws principles thereof.
(e) Amendment and Waiver. This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto. No
waiver of any provision of this Agreement or of any rights or
obligations of any party under this Agreement shall be effective
unless in writing and signed by the party or parties waiving
compliance, and shall be effective only in the specific instance
and for the specific purpose stated in that writing.
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(g) Additional Documents. Each party hereto agrees to execute any and
all further documents and writings and to perform such other
actions which may be or become reasonably necessary or expedient to
effectuate and carry out this Agreement.
(h) Severability. Any provision hereof which is prohibited or
unenforceable shall be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof.
(i) Integration. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof. There are no
restrictions, agreements, promises, representations, warranties,
covenants or undertakings with respect to the subject matter hereof
other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter.
10
IN WITNESS WHEREOF, the parties hereto have caused their names to
be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
CWABS, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CWMBS, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CWALT, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CWHEQ, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Executive
Vice President
11
IN WITNESS WHEREOF, the patties hereto have caused their names to
be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written
CWABS, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CWMBS, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CWALT, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CWHEQ, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
By:/s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Executive
Vice President
11
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxx
-------------------------
Name: Xxxxxxx Xxxx
Title: Managing Director
12
