EXHIBIT 99.4
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The Item 1115 Agreement
Master Item 1115 Agreement dated as of November 28, 2006 (this
"Agreement"), among 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 Credit Suisse International, 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, on the closing date (the "Closing Date") of each
Transaction referenced in any supplement to this Agreement, any such supplement
substantially in the form attached hereto as Exhibit A hereto, 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
Business Days: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to be closed.
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 Section 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 SPV, 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 and that
is the most recent disclosure available to investors at the time of pricing.
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.
Transaction: A securities offering involving CWABS, CWMBS, CWALT or
CWHEQ in which the Counterparty provides a Derivative Agreement that
acknowledges and incorporates the terms of this Agreement in accordance with
Section 5(b) hereof.
Section 2. Information to be Provided by or Actions of the Counterparty. The
Counterparty hereby covenants to perform the following with respect
to each Transaction:
(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:
(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;
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(ii) if requested by the related Depositor (after the aggregate
"significance percentage", determined absent manifest error,
of all derivative instruments provided by Counterparty and any
of its affiliates to the SPV is 8.00% or more in respect of
Item 1115(b)(1), or 18.00% or more in respect of Item
1115(b)(2)) for the purpose of compliance with Item 1115(b)
with respect to a Transaction, the Counterparty shall:
(A) provide the financial data required by and which
complies in all material respects with Item 1115(b)(1)
or (b)(2) of Regulation AB (as applicable) with respect
to 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 Microsoft
Word or Microsoft Excel form; and
(B) if applicable, cause its accountants to issue their
consent to the filing or incorporation by reference of
such financial statements in the Registration Statement.
(b) Following the Closing Date and until the related Depositor takes the
steps necessary to suspend its obligation to file Exchange Act
Reports, with respect to the SPV, under Sections 13 and 15(d) of the
Exchange Act with respect to a Transaction,
(i) if the Counterparty provided Company Financial Information to
the related Depositor for the Prospectus Supplement, within
ten Business Days of the release of any updated financial
data, the Counterparty shall (1) provide current Company
Financial Information as required by and which complies in all
material respects with Item 1115(b) of Regulation AB to the
related Depositor in Microsoft Word or Microsoft Excel form,
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 SPV;
and
(ii) if the related Depositor requests Company Financial
Information from the Counterparty (after the aggregate
"significance percentage", determined absent manifest error,
of all derivative instruments provided by Counterparty and any
of its affiliates to the SPV is 8.00% or more in respect of
Item 1115(b)(1), or 18.00% or more in respect of Item
1115(b)(2)), for the purpose of compliance with Item 1115(b)
of Regulation AB following the Closing Date, the Counterparty
shall upon ten Business Days written notice either (A), (1)
provide current Company Financial Information as required by
and which complies in all material respects with Item 1115(b)
of Regulation AB to the related Depositor in Microsoft Word or
Microsoft Excel form, (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 SPV and (3)
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within ten Business Days of the release of any updated
financial data, provide current Company Financial Information
as required by and which complies in all material respects
with Item 1115(b) of Regulation AB to the related Depositor in
Microsoft Word or Microsoft Excel 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 or obtain a unconditional guarantee of a parent
company as provided in Section 2(c) below.
(c) If the Counterparty has failed to deliver any information, report,
or accountants' consent when and as required under Section 2(a) or
(b), which continues unremedied for the lesser of five Business
Days after the date on which such information, report, or
accountants' consent was required to be delivered and such period
(as specified in a prior written notice by the applicable
Depositor or SPV to the Counterparty) 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), then the Counterparty shall, at its own cost, within
the period in which the applicable Exchange Act Report for which
such information is required can be timely filed, either cause
another entity to replace the Counterparty as party to the
Derivative Agreement or obtain a full and unconditional guaranty
of a parent company to honor the Counterparty's obligations under
the Derivative Agreement; provided that, with respect to the
guaranty of a parent company, if the financial information is not
separately presented for the derivative counterparty then each of
the requirements set forth in Rule 3-10(b) or 3-10(c) of
Regulation S-X, as applicable, shall be satisfied, including with
respect to the parent, the Counterparty and the financial
statements of the parent (as though the Counterparty were the
issuer of registered securities), in each case to or from, as
applicable, an entity that (i) has signed an agreement with CHL
and the Depositors substantially in the form of this Agreement and
(ii) has agreed to deliver any information, report, certification
or accountants' consent when and as required under this Section 2
hereof, on terms substantially similar to the Derivative
Agreement. Counterparty agrees that the related Derivative
Agreement shall provide that failure to take the actions provided
in this Section 2(c) shall be an Additional Termination Event (as
defined in the Master Agreement) as provided in the related Master
Agreement for each Transaction.
(d) In the event that the Counterparty or the SPV has found a
replacement entity in accordance with Section 2(c), 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 Agreement. 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.
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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)(i) or Section
2(b)(ii)(A), that, except as disclosed in writing to the related
Depositor prior to such date:
(i) If applicable, 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.
(ii) 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.
(iii) If applicable, 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 applicable, the Counterparty represents and warrants to the
related Depositor, as of the date on which it has obtained a full
and unconditional guaranty of a parent company to honor
Counterparties obligations under the Derivative Agreement as a
remedy to failing to deliver any information, report, or
accountants' consent when and as required under Section 2(a) or (b),
that the requirements of Rule 3-10(b) or 3-10(c) of Regulation S-X,
as applicable, have been satisfied with respect to the omission of
the financial information of the Counterparty (assuming the
Counterparty is treated as the Issuer of the registered security
under Rule 3-10).
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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 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(a) or (b) 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; or
(ii) any failure by the Counterparty to comply with Section 2;
provided, however, that notwithstanding anything to the
contrary herein such indemnification shall not cover any
failure by the Counterparty to provide Company Financial
Information while the aggregate "significance percentage", of
all derivative instruments provided by Counterparty and any of
its affiliates to the SPV is below 10.00% in respect of Item
1115(b)(1), or below 20.00% in respect of Item 1115(b)(2).
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 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
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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, (ii) 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 may be 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 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
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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) 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(a) or (b) 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), shall 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).
Section 5. Miscellaneous.
(a) Company Financial Information. Notwithstanding anything to the
contrary contained herein, if Regulation AB is amended, or the
Commission has issued interpretive guidance uniformly applicable to
registrants of Asset-Backed Securities allowing the presentation of
the financial information required by Item 1115 of Regulation AB
with respect to an affiliate of the Counterparty (a "Permitted
Entity") rather than the Counterparty and any affiliated entities
providing derivatives to the SPV, "Company Financial Information"
shall be deemed to refer to the financial information of such
Permitted Entity provided the Counterparty has received written
confirmation from CHL that no amendment to this Agreement is
necessary. The parties shall reasonably cooperate with respect to
any amendments to this Agreement to reflect such amendment or
interpretation.
(b) Incorporation by Reference. The Counterparty agrees that upon its
consent 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. For avoidance of doubt, any
Transaction where the Counterparty does not consent to the
incorporation by reference of this Agreement shall not be governed
by this Agreement.
(c) Construction. Throughout this Agreement, as the context requires,
(a) the singular tense and number includes the plural, and the
plural tense and number
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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.
(d) 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.
(e) 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.
(f) Governing Law. This Agreement and, to the fullest extent permitted
by applicable law, all matters arising out of or related in any way
to 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.
(g) Waiver of Trial By Jury. Insofar as is permitted by law, each party
irrevocably waives any and all rights to trial by jury in any legal
proceeding in connection with this Agreement, and acknowledges that
this waiver is a material inducement to the other party's entering
into this Agreement hereunder.
(h) Jurisdiction. With respect to any suit, action or proceeding
relating to this Agreement, each party irrevocably submits to the
jurisdiction of courts in the State of New York and the United
States District Court located in the Borough of Manhattan in New
York City.
(i) 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.
(j) 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.
(k) 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.
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(l) 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.
(m) 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.
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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: Vice President
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CREDIT SUISSE INTERNATIONAL
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
By: /s/ Bik Xxxx Xxxxx
----------------------------------
Name: Bik Xxxx Xxxxx
Title: Authorized Signatory
12
EXHIBIT A
[FORM OF SUPPLEMENT TO MASTER ITEM 1115 AGREEMENT]
This supplement dated as of ____________, 20__ (this "Supplement")
to the Master Item 1115 Agreement dated as of November 28, 2006 (the "Master
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 Credit Suisse International, as
counterparty (the "Counterparty") supplements and forms part of the Master
Agreement. Capitalized terms used but not defined herein shall have the meanings
set forth in the Master Agreement.
The undersigned hereby acknowledge and agree that each of the
following entities shall be Transactions under the Master Agreement and that all
of the terms of the Master Agreement shall apply to each:
1. [Transaction]
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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:
-------------------------------------
Name:
Title:
CWMBS, INC.
By:
-------------------------------------
Name:
Title:
CWALT, INC.
By:
-------------------------------------
Name:
Title:
CWHEQ, INC.
By:
-------------------------------------
Name:
Title:
COUNTRYWIDE HOME LOANS, INC.
By:
-------------------------------------
Name:
Title:
14
CREDIT SUISSE INTERNATIONAL
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
15
This supplement dated as of November 28, 2006 (this "Supplement") to
the Master Item 1115 Agreement dated as of November 28, 2006 (the "Master
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 Credit Suisse International, as
counterparty (the "Counterparty") supplements and forms part of the Master
Agreement. Capitalized terms used but not defined herein shall have the meanings
set forth in the Master Agreement.
The undersigned hereby acknowledge and agree that each of the
following entities shall be Transactions under the Master Agreement and that all
of the terms of the Master Agreement shall apply to each:
1. CWALT, Inc., Alternative Loan Trust 2006-41CB
2. CWMBS, Inc. CHL Mortgage Pass-Through Trust 2006-19
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: Vice President
2
CREDIT SUISSE INTERNATIONAL
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
By: /s/ Bik Xxxx Xxxxx
----------------------------------
Name: Bik Xxxx Xxxxx
Title: Authorized Signatory
3
