Exhibit 99.4
[Insert Corridor Contract Assignment Agreement]
10
Exhibit 99.4
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of December 29, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK ("Assignee"), as Corridor Contract Administrator for CWHEQ, Inc. Home
Equity Loan Asset-Backed Certificates Series 2006-S9, pursuant to a Corridor
Contract Administration Agreement (the "Corridor Contract Administration
Agreement") dated as of December 29, 2006, and DEUTSCHE BANK AG, NEW YORK BRANCH
("Remaining Party").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, effective as of December 29, 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
Confirmation with a Trade Date of December 14, 2006, whose DEUTSCHE BANK AG, NEW
YORK BRANCH reference number is Global No. 546577N/546576N, (the
"Confirmation"), 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 December 29,
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) The Bank of New York ("BNY") is entering into this Assignment
Agreement solely in its capacity as Corridor Contract Administrator under the
Corridor Contract Administration Agreement; and (b) in no case shall BNY (or any
person acting as successor Corridor Contract Administrator under the Corridor
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. In addition, Remaining Party hereby
acknowledges that the responsibilities of Assignee under the Assigned
Transaction and the Confirmation will be performed on its behalf by Countrywide
Home Loans Servicing LP, as master servicer under the Pooling and Servicing
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 trade date of
the Transaction (the "Assignee Agreement"). The Confirmation, together with all
other documents referring to the ISDA Form Master Agreement confirming the
transaction 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 6:
"Regulation AB Compliance. Remaining Party and Counterparty
agree that the terms of the Item 1115 Agreement dated as of
April 27, 2006 (the "Regulation AB Agreement"), between
Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT,
Inc., CWHEQ, Inc. and Deutsche Bank AG, New York Branch, shall
be incorporated by reference into this Agreement so that
Counterparty 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."
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;
(b) It has the power to execute and deliver this Assignment
Agreement; and
2
(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. Assignor 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. Assignee (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 without reference
to the conflict of laws provisions thereof (except Section 5-1401 of the New
York General Obligations Law).
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, Xxxx Xxxx XX-000,
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, The Bank of New York, 000 Xxxxxxx Xxxxxx, 0x, Xxx Xxxx, Xxx Xxxx
00000, Attention: Corporate Trust MBS Administration, CWHEQ, Series 2006-S9 or
such other address as may be hereafter furnished in writing to Assignor and
Remaining Party; and (iii) in the case of Remaining Party,
Address: Deutsche Bank AG, New York
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
With a copy to: Deutsche Bank AG, Head Office
Xxxxxxxxxxxx 00
00000 Xxxxxxxxx
XXXXXXX
Attention: Legal Department
Telex No: 411836 or 416731 or 41233
Answerback: DBF-D
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:
The Bank of New York
New York, NY
3
ABA # 000-000-000
GLA # 111-565
For Further Credit: TAS A/C 501721
Attn: Xxxxx Xxxxxxxxxxx 000-000-0000
Fax: 000-000-0000
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.
4
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
------------------------------------------------
THE BANK OF NEW YORK, AS CORRIDOR CONTRACT
ADMINISTRATOR FOR CWHEQ, INC. HOME EQUITY LOAN
ASSET-BACKED CERTIFICATES SERIES 2006-S9
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------------------
Name: Xxxxxxxx Xxxxxx
-------------------------------------------------
Title: Vice President
------------------------------------------------
DEUTSCHE BANK AG, NEW YORK BRANCH
By:
---------------------------------------------------
Name:
-------------------------------------------------
Title:
------------------------------------------------
By:
---------------------------------------------------
Name:
-------------------------------------------------
Title:
------------------------------------------------
5
EXHIBIT I
Deutsche Bank [LOGO]
Aktiengesellschaft
Date: December 29, 2006
To: Countrywide Home Loan, Inc.
Attention: Xx. Xxxx Xxxxx
Facsimile no.: 0 000 000 0000
Phone no.: 1 818 225 3279
Our Reference: Xxxxxx Xx. X000000X / X000000X
Re: Interest Rate Cap Transaction
Ladies and Gentlemen:
The purpose of this agreement is to set forth the terms and conditions of the
Transaction entered into between Deutsche Bank AG, New York Branch ("DBAG or
Party A") and Countrywide Home Loan, Inc. ("Countrywide or Party B") on the
Trade Date specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions") as published by the International Swaps and Derivatives
Association, Inc. are incorporated by reference herein. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
For the purpose of this Confirmation, all references in the Definitions or the
Agreement to a "Swap Transaction" shall be deemed to be references to this
Transaction.
1. This Confirmation evidences a complete and binding agreement between DBAG and
Counterparty as to the terms of the Transaction to which this Confirmation
relates. DBAG and Counterparty have agreed to enter into this Confirmation in
lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency-Cross Border) form (the "ISDA Form Master Agreement"). An ISDA
Form Master Agreement shall be deemed to have been executed by DBAG and
Counterparty on the date we entered into the Transaction. All provisions
contained in, or incorporated by reference to, the ISDA Form Master Agreement
shall govern the Transaction referenced in this Confirmation except as expressly
modified in Appendix B attached hereto. In the event of any inconsistency
between the provisions of this Confirmation and the Definitions or the ISDA Form
Master Agreement, this Confirmation shall prevail for the purposes of the
Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: With respect to any Calculation Period the amount set
forth for such period in Appendix A, which is attached
hereto and incorporated by reference into this
Confirmation.
2
Trade Date: December 14, 2006
Effective Date: December 29, 2006
Termination Date: November 25, 2008
Fixed Amounts:
Fixed Amount Payer: Counterparty
Fixed Amount Payer Payment Date: December 29, 2006
Fixed Amount: USD 32,000.00
Fixed Amount Payer Business Days: New York
Fixed Amount Payer Business Day Convention: Following
Floating Amounts:
Floating Amount: To be determined in accordance with the following
formula. Greater of (i) (Floating Rate minus Strike
Rate) *Notional Amount * Floating Rate Day Count
Fraction, and (ii) Zero
Floating Rate Payer: DBAG
Strike Rate: With respect to any Calculation Period, the amount set
forth for such period in Appendix A which is attached
in hereto and incorporated by reference into this
Confirmation.
Floating Rate Payer Period End Dates: The 25th day of each month during the Term of this
transaction, commencing January 25, 2007 and ending on
the Termination, subject to adjustment in accordance
with the Following Business Day Convention.
Floating Rate Payer Payment Dates: Early Payment shall be applicable. Two Floating Rate Payer
Business Days prior to each Floating Rate Payer Period End Date.
Floating Rate Option: USD-LIBOR-BBA, provide, however that if the Floating
Rate determined from such Floating Rate Option for any
Calculation Period shall in no event be greater than
9.000%
2
Designated Maturity: One Month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first Floating Rate Payer Business Day of each
Calculation Period or Compounding Period, if
Compounding is applicable.
Compounding: Inapplicable
Floating Rate Payer Business Days: New York
Floating Rate Payer Business Day Convention: Following
3. Account Details:
USD DBAG Payment Instructions: To be provided in separate writing
USD Counterparty Payment Instructions: To be provided in separate writing
4. Offices:
The Office of DBAG for this Transaction is New York.
The Office of Counterparty for this Transaction is New York.
5. Calculation Agent: The Calculation Agent is DBAG: provided, however, that
if an Event of Default occurs with respect to DBAG,
then the Counterparty shall be entitled to appoint a
financial intuition which would qualify as a Reference
Market-marker to act as Calculation Agent.
3
6. Representations
Counterparty, if it is a nonresident alien individual, foreign corporation,
foreign partnership, foreign trust, or foreign estate, represents that it is a
foreign person for purposes of US Treasury regulations relating to information
reporting and backup withholding.
Each party will be deemed to represent to the other party on the date on which
it enters this Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for this
Transaction):
(i) Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgement and
upon advice from such advisers as it has deemed necessary. It is not relying on
any such communication (written or oral) of the other party as investment advice
or as a recommendation to enter into this Transaction; it being understood that
information and explanations related to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this 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 this Transaction.
(ii) 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, terms, conditions and risks of this Transaction. It
is also capable of assuming, and assumes, the risks of this Transaction.
(iii) Status of Parties. The other party is not acting as a fiduciary for, or an
adviser to it in respect to this Transaction.
4
7. Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorized officer sign this Confirmation and return it
via facsimile or e-mail to:
Attention: Derivative Documentation
Telephone: 00 00 0000 0000
Facsimile: 44 20 7545 9761
E-mail: Xxxxxxxxxx.Xxxxxxxxxxxxx@xx.xxx
This message will be the only form of Confirmation dispatched by us. If you wish
to exchange hard copy forms of this Confirmation, please contact us.
Yours sincerely,
Deutsche Bank, AG, New York Branch
By:
Name:
Authorized Signatory
By:
Name:
Authorized Signatory
Confirmed as of the date first written above:
Countrywide Home Loans Inc.
By:
Name:
Title:
Appendix A
------------------------------- ---------------------------- ---------------------------- ----------------------------
From and including To but excluding Notional amount (USD) Strike
------------------------------- ---------------------------- ---------------------------- ----------------------------
Effective Date 1/25/2007 428,653,000 7.924%
------------------------------- ---------------------------- ---------------------------- ----------------------------
1/25/2007 2/25/2007 417,550,222 6.889%
------------------------------- ---------------------------- ---------------------------- ----------------------------
2/25/2007 3/25/2007 404,902,417 7.638%
------------------------------- ---------------------------- ---------------------------- ----------------------------
3/25/2007 4/25/2007 390,884,699 6.889%
------------------------------- ---------------------------- ---------------------------- ----------------------------
4/25/2007 5/25/2007 375,531,681 7.122%
------------------------------- ---------------------------- ---------------------------- ----------------------------
5/25/2007 6/25/2007 358,884,122 6.890%
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/25/2007 7/25/2007 340,988,872 7.123%
------------------------------- ---------------------------- ---------------------------- ----------------------------
7/25/2007 8/25/2007 321,112,644 6.890%
------------------------------- ---------------------------- ---------------------------- ----------------------------
8/25/2007 9/25/2007 300,095,160 6.890%
------------------------------- ---------------------------- ---------------------------- ----------------------------
9/25/2007 10/25/2007 278,000,315 7.124%
------------------------------- ---------------------------- ---------------------------- ----------------------------
10/25/2007 11/25/2007 254,899,654 6.891%
------------------------------- ---------------------------- ---------------------------- ----------------------------
11/25/2007 12/25/2007 230,960,054 7.124%
------------------------------- ---------------------------- ---------------------------- ----------------------------
12/25/2007 1/25/2008 207,545,299 6.891%
------------------------------- ---------------------------- ---------------------------- ----------------------------
1/25/2008 2/25/2008 184,727,095 6.892%
------------------------------- ---------------------------- ---------------------------- ----------------------------
2/25/2008 3/25/2008 162,514,984 7.374%
------------------------------- ---------------------------- ---------------------------- ----------------------------
3/25/2008 4/25/2008 140,892,082 6.892%
------------------------------- ---------------------------- ---------------------------- ----------------------------
4/25/2008 5/25/2008 119,841,965 7.125%
------------------------------- ---------------------------- ---------------------------- ----------------------------
5/25/2008 6/25/2008 99,348,659 6.893%
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/25/2008 7/25/2008 79,396,628 7.126%
------------------------------- ---------------------------- ---------------------------- ----------------------------
7/25/2008 8/25/2008 59,970,761 6.893%
------------------------------- ---------------------------- ---------------------------- ----------------------------
8/25/2008 9/25/2008 41,056,358 6.893%
------------------------------- ---------------------------- ---------------------------- ----------------------------
9/25/2008 10/25/2008 23,461,195 7.127%
------------------------------- ---------------------------- ---------------------------- ----------------------------
10/25/2008 11/25/2008 6,390,555 6.894%
------------------------------- ---------------------------- ---------------------------- ----------------------------
6
APPENDIX B
The following Provisions are deemed incorporated in a schedule to the ISDA Form
Master Agreement
Xxx X. Termination Provisions.
"Specified Entity" means in relation to Party A for the purpose of the Global
Change "Agreement" to "ISDA Forms Master Agreement":
Section 5(a)(v): none.
Section 5(a) (vi): none.
Section 5(a) (vii): none.
Section 5(a) (iv): none.
and in relation to Party B for the purpose of the Global Change "Agreement" to
"ISDA Master Agreement":
Section 5(a)(v): none.
Section 5(a) (vi): none.
Section 5(a) (vii): none.
Section 5(a) (iv): none.
(b) "Specified Transaction will not apply to Party A or Party B, and accordingly
Section 5(a)(v) of the ISDA Master Agreement shall not apply to Party A or Party
B.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii) will be
inapplicable to Party A and Party B.
(d) The "Credit Support Default" provisions of Section 5(a)(iii) will be
inapplicable to Party B.
(e) The "Misrepresentation" provisions of Section 5(a)(iv) will be inapplicable
to Party A and Party B.
(f) The "Default Under Specified Transaction" provisions of Section 5(a)(v) will
be inapplicable to Party A and Party B.
(g) The "Cross Default" provisions of Section 5(a)(vi) will be inapplicable to
Party A and Party B.
(h) The "Bankruptcy" provisions of Section 5(a)(vii)(2) will not apply to
Counterparty.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will be
inapplicable to Party A and Party B.
(j) The "Automatic Early Termination" provisions of Section 6(a) of the
Agreement will be inapplicable to Party A and Party B; provided that where there
is an Event of Default under Section 5(a)(viii)(1), (3), (4), (5), (6), or to
the extent analogous thereto, (8), and Defaulting Party is governed by a system
of law that does not permit termination to take place after the occurrence of
such an Event of Default, then the Automatic Early Termination provisions of
Section 6(a) will apply; provided, however that this provision shall only apply
with respect to an Event of Default specified in provisions of Section
5(a)(vii)(4) or, to the extent analogous thereto, Section 5(a)(vii)(8), if the
proceeding is instituted by, or the relevant petition is presented to a court or
other authority in the jurisdiction where the Defaulting Party is incorporated.
7
If an Early Termination Date has occurred under Section 6(a) of the
Agreement as a result of Automatic Early Termination, and if the
Non-defaulting Party determines that it has either sustained or incurred a
loss or damage or benefited from a gain in respect of any Transaction, as
result of movement in interest rate, currency exchange rates, other
relevant rates or market quotations between the Early Termination Date and
the date upon which the Non-defaulting Party first becomes aware that such
Event of Default has occurred under Section 6(a) of the Agreement, then
(i) the amount of such loss or damage shall be added to the amount due by
the Defaulting Party or deducted from the amount due by the Non-defaulting
Party, as the case may be (in both cases pursuant to Section 6(e)(i)(3) of
the Agreement); or (ii) the amount of such gain shall be deducted from the
amount due by the Defaulting Party or added to the amount due by the
Non-defaulting Party, as the case may be (in both cases pursuant to
Section 6(c)(i)(3) of the Agreement).
(k) Payment on Early Terminations. For the purpose of Section 6(c) of the
Agreement:
(i) Market Quotation will apply; and
(ii) The Second Method will apply.
(l) "Termination Currency" means United States Dollars.
(m) "Additional Termination Event" will not apply, except as provided in any
confirmation.
Part 2. Tax Representations.
Payer Representation. For the purpose of Section 3(e) of the Agreement,
Party A and Party B make the following representations to the other party:
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
payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the
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
representations made by the other party pursuant to Section 3(f) of the
Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of the 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 the Agreement and (iii) the satisfaction of the agreement of
the other party contained in Section 4(d) of the Agreement, provided that
it shall not be a breach of the representation where reliance is place on
clause (ii) and the other party does not deliver a form of document under
Section 4(a)(iii) of Agreement by reason of material prejudice to its
legal or commercial position.
8
Part 3. Agreement to Deliver Documents.
For the purpose of Section 4(a)(i) and (ii) of the Agreement, Party A and B
agree to deliver the following documents, applicable:
(a) Tax forms, documents or certificates to be delivered are:
Part Required to Form/Document/ Date by Which
Deliver Document Certificate to be Delivered
Party A and Party B Any form or document Promptly upon reasonable
required or reasonable demand by the other party.
requested to allow other
party to make payment
under the Agreement
without any deduction
or withholding for or on
account of any Tax, or
with such deduction or
withholding at a reduced
rate.
(b) Other document to be delivered and covered by the Section 3(d)
representation are -
----------------------------- -------------------------------- --------------------------- ---------------------------
Party required to deliver Form/Form/Document/or Date by which to be Covered by Section 3(d)
Certificate delivered representation
----------------------------- -------------------------------- --------------------------- ---------------------------
Party A and Party B Incumbency Certificate (or, if Concurrently with the Yes
available current authorized execution and delivery of
signature book or equivalent the Confirmation unless
authorizing documentation) previously delivered
specifying the names, titles, still in full force and
authority and specimen effect.
signatures of the persons
authorized to execute the
Confirmation which sets forth
the specimen signatures of
each signatory to the
Confirmation signing on its
behalf.
----------------------------- -------------------------------- --------------------------- ---------------------------
Part 4, Miscellaneous,
(a) Addresses for Notices. For the purpose of Section 12(a) of the Agreement
Addresses for notices and communications to Party B shall be those set
forth on the first page of the Confirmation.
Addresses for notices or communications to Party A in respect of
Section 5(a)(i) shall be sent to
Deutsche Bank AG, New York 00
Xxxx Xxxxxx
Xxx Xxxx, XX 00000
9
In addition, with respect to Party A, all notices under Sections 5 or 6 of the
Agreement (other than notices under Section 5(a)(i) shall be sent to:
Deutsche Bank AG Head Office
Xxxxxxxxxxxx 00
00000 Xxxxxxxxx
XXXXXXX
Attention: Legal Department
Telex No: 411836 or 416731 or 41233
Answerback: DBF-D
(b) Process Agent. For the purpose for Section 13(c) of the Agreement:
Party A appoints as its Process Agent: none
Party B appoints as its Process Agent: none
(c) Offices. With respect to Party A, the provisions of Section 10(c) of the
Agreement will apply.
(d) Multibranch Party. For the purpose of Section 10(c) of the Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) Credit Support Document. Details of any Credit Support Document: none
(f) Credit Support Provider.
Credit Support Provider means in relations to Party A: none
Credit Support Provider means in relations to Party A: none
(g) Governing Law. This Agreement will be governed by and constructed in
accordance with the laws of the State of New York (without reference to
conflicts of law doctrine other than New York Federal Obligation Law Section
5-1401 and 5-1402)
(h) Netting or Payments. Subparagraph (ii) of Section 2(c) of the Agreement will
apply to the Transaction evidenced by the Confirmation.
(i) "Affiliate" will have the meaning specified in Section 14 of the Agreement.
(j) Jurisdiction. Section 13(b) of the Agreement is hereby amended by (i)
deleting in the second line of subparagraph (i) thereof the work "non-"; and
(ii) deleting the final paragraph thereof.
Part 5. Other Provisions.
(a) Modifications to the Agreement. Section 3(a) of the Agreement shall be
amended to include the following additional representation after paragraph
3(a)(v):
(vi) Eligible Contract Participant etc. It is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange
Act (7 U.S.C. 1(a), as amended has been the subject of individual
negotiations and is intended to be exempt from, or otherwise not subject
to regulation thereunder.
10
(b) Waiver of Right to Trial by Jury. Each party hereby irrevocably waives any
and all rights to trial by jury in any legal proceeding arising out of or
relating to this Agreement or any Transaction hereunder.
(c) Absence of Litigation. In Section 3(c) of the Agreement the words "or any
of its Affiliates" shall be deleted.
(d) Tax Event. In Section 5(b)(ii)(y) of the Agreement the words ", or there
is a substantial likelihood that it will," shall be deleted.
(e) Fully-paid Party Protected.
Notwithstanding the terms of Section 5 and 6 of the Agreement, if Party B
has satisfied its payment obligations under Sections 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 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 Fixed Amount of the Fixed
Rate Payer Payment Date.
(f) Set-off.
Notwithstanding any provision of the 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 forth in Section 6(c) of
the Agreement shall not apply for purposes of this Transaction.
(g) Amendment to ISDA Form.
The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the
Agreement is hereby amended by deleting the word "third" in the third line
thereof and inserting the "first" in place thereof.
(h) 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 of unenforceable term, provisions, 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.
11
(i) Consent to Recording.
Each party thereto consents to 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.
(ii) Consent to Assignment
Party A will not unreasonably withhold or delay its consent to an
assignment of this Confirmation to any other third party.
12
ANNEX A
Item 1115 Agreement dated as of April 27, 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 DEUTSCHE BANK AG, NEW YORK BRANCH, 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 the SPV, 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 to the SPV or the related
trustee on behalf of the SPV or a swap or corridor contract administrator (each,
an "Administrator").
WHEREAS, the Counterparty is a foreign private issuer currently subject
to the periodic reporting requirements of Section 13(a) of the Securities
Exchange Act of 1934, as amended and the rules and regulations promulgated
thereunder (the "Exchange Act"). Pursuant to such requirements, it files an
Annual Report on Form 20-F with the SEC. The Counterparty publishes Interim
Reports for each of the first three quarters of its fiscal year, each containing
unaudited interim financial statements for such quarter. Pursuant to the
Exchange Act, it submits such Interim Reports to the SEC on Reports on Form 6-K.
The Counterparty transmits its Annual Reports on Form 20-F and Reports on Form
6-K to the SEC via the SEC's XXXXX System and such reports are available on the
SEC's XXXXX internet site under File Number 001-15242.
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 with
respect to any Transaction with respect to which the terms of this Agreement are
incorporated by reference:
Section 1. Definitions
Company Information: As defined in Section 5(a)(i).
Company Financial Information: As defined in the definition of
"Pre-Closing Termination Event".
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: Has the meaning set forth in the recitals.
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.
IFRS: Has the meaning set forth in Section 3(a)(v).(A
Indemnified Party: As defined in Section 5(a).
IRC: The requirements of Section 1100(c) of Regulation AB, the
Securities Act and the Exchange Act with respect to incorporation by reference.
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.
Pre-Closing Termination Event: Prior to printing the related Prospectus
Supplement, any of the following occurs:
(i) the Counterparty shall fail to 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; or
(ii) the Counterparty shall fail to take the actions set forth
below if reasonably requested by the related Depositor for the
purpose of compliance with Item 1115(b) with respect to a
Transaction:
(A) either (1) authorize the related Depositor to
incorporate by reference 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 and
any affiliated entities providing derivative
instruments to the SPV (the "Company Financial
Information") or (2) provide the Company
2
Financial Information, in a form appropriate for use
in the Prospectus Supplement and in an
XXXXX-compatible form (and in any event to provide
such XXXXX-compatible form if the IRC are not
satisfied); 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.
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.
Regulation S-X: 17 C.F.R. ss.210.1-01, as such may be amended from time
to time.
Required Substitution: Causing another entity (which meets any
applicable ratings threshold in the Derivative Agreement) to replace the
Counterparty as partly to the Derivative Agreement that (i) has signed an
agreement with CHL and the Depositors substantially in the form of this
Agreement, (ii) has agreed to deliver any information, report, certification or
accountants' consent as required by Item 1115(b)(I) or (b)(2) of Regulation AB
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.
Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
Section 2. Counterparty Actions. 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 Section 13 and 15(d) of the Exchange Act, with
respect to a Transaction for which the Counterparty has agreed
to as act as derivative counterparty,
(a) if the Counterparty provided Company Financial Information to
the related Depositor for the Prospectus Supplement and the
Counterparty does not, within 5 Business Days of the release
of any updated financial data on Form 6-K or 20-F, (1) either
authorize the related Depositor to incorporate by reference
current Company Financial Information as required under Item
1115(b) of Regulation AB or provide such information to the
related Depositor in an XXXXX-compatible form(and in any event
to provided such XXXXX-compatible form if the IRC are not
satisfied), and (2) if applicable, cause its accountants to
issue their consent to filing or incorporation by reference of
such financial statements in the Exchange
3
Act Reports of the SPV, then the Counterparty shall, at its
own cost, make a Required Substitution; and
(b) 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, and the Counterparty does not upon five Business
Days written notice, (1) either authorize the related
Depositor to incorporate by reference current Company
Financial Information as required under Item 1115(b) of
Regulation AB or provide such information to the related
Depositor in an XXXXX-compatible form (and in any event to
provide such XXXXX-compatible form if the IRC are not
satisfied), (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) within 5 Business Days of the release of any updated
financial data, either authorize the related Depositor to
incorporate by reference current Company Financial Information
to the related Depositor in an XXXXX-compatible form (and in
any event to provide such XXXXX-compatible form if the IRC are
not satisfied) 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, then the Counterparty shall, at its own cost, make a
Required Substitution.
Section 3. Representation 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 pursuant to this Agreement
that, except as disclosed in writing the related Depositor
prior to such date:
(i) The Counterparty is a foreign private issuer as
defined in Rule 2b-4 of the Exchange Act and is
currently subject to the periodic reporting
requirements of Section 13(a) of the Exchange Act.
(ii) 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 include (or
properly incorporate by reference) the financial
statements of the Counterparty.
(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, (A) either (I) the financial
statements included in the Company Financial
Information present fairly the consolidated financial
4
position of the Counterparty and its consolidated
subsidiaries as at the date 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 or (II) if the Company has adopted
International Financial Reporting Standards and
International Accounting Standards (collectively,
"IFRS") for the purpose of preparing its financial
statements, the Company Financial Information present
fairly the consolidated financial position of 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 IFRS applied on a
consistent basis; and the supporting schedules
included in the Company Financial Information present
fairly in accordance with IFRS the information
required to be stated therein and such Company
Financial Information has been reconciled with GAAP
to the extent required by Regulation AB.
(vi) 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.
(vii) 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 filed with the Commission, complied in all
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.
(viii) The Counterparty is a "Foreign Business" as defined
in Regulation S-X.
(b) 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 20th calendar day of the month in which any
5
of the representations or warranties in Section 3(a)(i)
through (iii) ceased to be correct.
(c) 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.
(d) If the Counterparty has provided Company Information, upon any
breach by the Counterparty of a representation or warranty
pursuant to this Section 3 to the extent made as of a date
subsequent to such closing date, the Counterparty shall, at
its own cost, make a Required Substitution.
Section 4. Representations and Warranties and Covenants of the Depositor.
(a) If permitted by the Exchange Act, the related Depositor will
take the steps necessary to suspend its obligation to file
Exchange Act Reports, with respects to the SPV, under Section
13 and 15(d) of the Exchange Act.
(b) If the related Depositor requests Company Financial
Information from the Counterparty, it agrees to provide to the
Counterparty the methodology and calculation for its estimate
of maximum probable exposure represented by the Derivative
Agreements.
Section 5. Indemnification; Remedies.
(a) The Counterparty shall indemnify CHL and the related
Depositor, each person responsible for the preparation,
execution or filing of any report required to be filed with
the Commission with respect to such SPV, or 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 "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 this
Agreement 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
6
(ii) 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.
(b) Nothing in this agreement shall be construed to allow the
Indemnified Party to recover punitive, consequential,
incidental, exemplary or special damages or lost profits from
the indemnifying party.
(c) (i) Any Pre-Closing Termination Event 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 Pre-Closing
Termination Event or 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, 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 make a Required
Substitution 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), or if the Counterparty has failed to make a
Required Substitution as required under Section 3
within the period in which the applicable Exchange
Act Report for which such information is required can
be timely filed, then an Additional Termination Event
(as defined in the Master Agreement) shall have
occurred with the Counterparty as the sole Affected
Party. In the event that an Early Termination Date is
designated in connection with such Additional
Termination Event, a termination payment (if any)
shall be payable by the applicable party as of the
Early Termination Date as determined by the
application of Section 6(c)(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).
7
(iii) In the event that the Counterparty or the SPV has
found a replacement entity in accordance with a
Required Substitution, 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.
Section 6. 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 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) 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 means 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.
(c) 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.
(d) 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.
(e) 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.
8
(f) 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 specified instance and for the specific
purpose stated in that writing.
(g) 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.
(h) 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.
(i) Severability. Any provision hereof which is prohibited or
uneforceable shall be ineffetive only to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof.
(j) 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.
(k) Signatory. The parties hereto agree that while the signatory
to this Agreement is Deutsche Bank AG, New York Branch, the
New York branch of Deutsche Bank AG is not for securities law
purposes treated as a separate entity from Deutsche Bank
Aktiengesellschaft, the Exchange Act registrant and thus the
Company Financial Information to be provided hereunder will be
that of Deutsche Bank Aktiengesellschaft.
9
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/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
CWMBS, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
CWALT, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
CWHEQ, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
10
DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxxxx Xxxx
--------------------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
11
