SWAP CONTRACT ADMINISTRATION AGREEMENT
EXHIBIT
99.7
This
SWAP
CONTRACT ADMINISTRATION AGREEMENT, dated as of March 30, 2007 (this
“Agreement”), among THE BANK OF NEW YORK (“BNY”), as swap contract
administrator (in such capacity, the “Swap Contract Administrator”) and
not in its individual or corporate capacity but solely as trustee under the
Pooling and Servicing Agreement referred to below (in such capacity, the
“Trustee”), and COUNTRYWIDE HOME LOANS, INC. (“CHL”).
WHEREAS,
CHL is a party to an interest rate swap agreement between CHL and Xxxxxx
Brothers Special Financing Inc. (the “Counterparty”), with a
Trade Date of March 28, 2007 and a reference number of Global Deal ID: 2967983
(the “Swap Contract”), a copy of which is attached to this Agreement at
Exhibit A;
WHEREAS,
CHL is conveying certain mortgage loans and other related assets to a trust
fund
(the “Trust Fund”) created pursuant to a pooling and servicing agreement,
dated as of March 1, 2007 (the “Pooling and Servicing Agreement”), among
CWABS, Inc., as depositor, CHL, as a seller, Park Monaco Inc., as a seller,
Park
Sienna LLC, as a seller, Countrywide Home Loans Servicing LP, as master servicer
(the “Master Servicer”), the Trustee, and The Bank of New York Trust
Company, N.A., as co-trustee with respect to the CWABS Asset-Backed Certificates
Trust 2007-6;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, CHL is
assigning all of its rights (other than any right to receive any upfront
payment) and delegating all of its duties and obligations (other than any
obligation to pay any upfront payment), under the Swap Contract to the Swap
Contract Administrator, pursuant to the Assignment Agreement, dated as of the
date hereof (the “Assignment Agreement”), among CHL, as assignor, the
Swap Contract Administrator, as assignee, and the Counterparty;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, Xxxxxx
Brothers Holdings Inc. (the “Guarantor”) is issuing a guaranty dated as
of the date hereof (the “Swap Guarantee”) in favor of the Swap Contract
Administrator, a copy of which is attached to this Agreement at Exhibit
B;
WHEREAS,
the parties hereto desire that the Trustee make remittances to the Swap Contract
Administrator as contemplated by and to the extent provided in the Pooling
and
Servicing Agreement to cover payments due to the Counterparty under the Swap
Contract;
WHEREAS,
CHL desires that the Net Payments (as defined below) payable by the Counterparty
on the Swap Contract and by the Guarantor under the Swap Guarantee be
distributed to the Trustee under the Pooling and Servicing Agreement to be
applied for the purposes specified in the Pooling and Servicing Agreement and
that the Excess Payments (as defined below) on the Swap Contract and the Swap
Guarantee be distributed to CHL;
WHEREAS,
CHL and the Trustee desire to appoint the Swap Contract Administrator, and
the
Swap Contract Administrator desires to accept such appointment, to distribute
funds received under the Swap Contract and the Swap Guarantee to the Trustee
and
to CHL as provided in this Agreement, and, in the case of a NIM Issuance, to
distribute Excess Payments in accordance with the related Swap Excess Assignment
Agreement (each as defined below).
NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of
which
are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized
terms used but not otherwise defined in this Agreement shall have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.
Benefited
Certificates: The Class A Certificates and the Subordinate
Certificates.
Excess
Payment: For any Distribution Date on or prior to the Swap
Contract Termination Date and as to which the Swap Contract or a replacement
swap contract is in effect, an amount equal to the excess, if any, of (i) the
Net Swap Payment (as defined in the Pooling and Servicing Agreement) received
by
the Swap Contract Administrator from the Counterparty or from the Guarantor
with
respect to such Distribution Date over (ii) the Net Payment for such
Distribution Date. For any Distribution Date on or prior to the Swap
Contract Termination Date but only if neither the Swap Contract nor a
replacement swap contract is in effect, zero. For any Distribution
Date after the Swap Contract Termination Date, an amount equal to all remaining
funds on deposit in the Swap Administration Account.
Indenture
Trustee: With respect to a NIM Issuance (if any), the indenture
trustee under the indenture pursuant to which the notes related to such NIM
Issuance are issued.
ISDA
Master Agreement: The 1992 ISDA Master Agreement (Multicurrency –
Cross Border), including the Schedule and Credit Support Annex thereto,
dated
March 30, 2007, between the Counterparty and the Swap Contract
Administrator.
Net
Payment: With respect to any Distribution Date on or prior to the
Swap Contract Termination Date, an amount equal to the sum of (i) any Current
Interest and Interest Carry Forward Amounts in respect of the Benefited
Certificates, (ii) any Net Rate Carryover in respect of the Benefited
Certificates, (iii) any Unpaid Realized Loss Amounts in respect of the Benefited
Certificates and (iv) any Overcollateralization Deficiency Amount, in each
case
remaining unpaid (or in the case of the Overcollateralization Deficiency Amount,
remaining) following the distribution to the Benefited Certificates of Excess
Cashflow and Credit Comeback Excess Cashflow pursuant to Section 4.04(c) of
the
Pooling and Servicing Agreement. With respect to any Distribution
Date after the Swap Contract Termination Date, zero.
NIM
Issuance: An issuance by a NIM Trust, on or after the date
hereof, of asset-backed notes secured by the Class C Certificates and/or Class
P
Certificates.
NIM
Trust: A Delaware statutory trust or other special-purpose entity
that is the issuer of the securities issued in connection with a NIM Issuance
(if any).
Responsible
Officer: When used with respect to the Swap Contract
Administrator, any Vice President, any Assistant Vice President, the Secretary,
any Assistant Secretary, any Trust Officer or any other officer of the Swap
Contract Administrator customarily performing functions similar to those
performed by any of the above designated officers and also to whom, with respect
to a particular matter, such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.
2
Swap
Administration Account: The separate account created and
maintained by the Swap Contract Administrator pursuant to Section 3 with a
depository institution in the name of the Swap Contract Administrator for the
benefit of the Counterparty, CHL and the Trustee on behalf of the Holders of
the
Benefited Certificates and designated “The Bank of New York for Countrywide Home
Loans, Inc., Xxxxxx Brothers Special Financing Inc. and certain registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series
2007-6”. Funds in the Swap Administration Account shall be held for
the Counterparty, CHL and the Trustee on behalf of the Holders of the Benefited
Certificates as set forth in this Agreement.
Swap
Excess Assignment Agreement: With respect to a NIM Issuance (if
any), an agreement executed on or after the date hereof by CHL, the related
NIM
Trust and the Swap Contract Administrator (in form and substance reasonably
satisfactory to the Swap Contract Administrator), pursuant to which rights
to
receive certain portions of Excess Payments shall be assigned to such NIM Trust
and pursuant to which the Swap Contract Administrator shall agree to distribute
Excess Payments to the related Indenture Trustee and CHL (in accordance with
the
terms of such agreement).
2. Appointment
of Swap Contract Administrator.
CHL
and
the Trustee hereby appoint BNY to serve as Swap Contract Administrator pursuant
to this Agreement and pursuant to the related Swap Excess Assignment Agreement
(if any). The Swap Contract Administrator accepts such appointment,
acknowledges the transfer and assignment to it of CHL’s rights and obligations
under the Swap Contract pursuant to the Assignment Agreement and acknowledges
receipt of the Swap Guarantee. The Swap Contract Administrator agrees
to exercise the rights referred to above for the benefit of CHL, the
Trustee and the Counterparty and to perform the duties set forth in this
Agreement. In the event of a NIM Issuance, the Swap Contract
Administrator further agrees to perform the duties set forth in the related
Swap
Excess Assignment Agreement for the benefit of CHL, the related NIM Trust and
the related Indenture Trustee.
3. Receipt
of Funds; Swap Administration Account.
The
Swap
Contract Administrator hereby agrees to receive (i) on behalf of CHL and the
Trustee, all amounts paid by the Counterparty under the Swap Contract and by
the
Guarantor under the Swap Guarantee and (ii) on behalf of the Counterparty,
all
amounts remitted by the Trustee pursuant to the Pooling and Servicing Agreement
for payment to the Counterparty. The Swap Contract Administrator
shall establish and maintain a Swap Administration Account into which the Swap
Contract Administrator shall deposit or cause to be deposited on the Business
Day of receipt, (x) all amounts remitted by the Trustee for payment to the
Counterparty pursuant to the Swap Contract and (y) all amounts payable by the
Counterparty under the Swap Contract and by the Guarantor under the Swap
Guarantee. All funds deposited in the Swap Administration Account
shall be held for the benefit of the Counterparty, CHL and the Trustee on behalf
of the Holders of the Benefited Certificates until withdrawn in accordance
with
this Section 3. The Swap Administration Account shall be an “Eligible
Account” as defined in the Pooling and Servicing Agreement.
3
Funds
in
the Swap Administration Account shall remain uninvested.
The
Swap
Contract Administrator shall give at least 30 days’ advance notice to the
Counterparty, CHL and the Trustee of any proposed change of location of the
Swap
Administration Account prior to any change thereof.
4. Calculations;
Distribution of Payments; Delivery of Notices.
The
Swap
Contract Administrator hereby agrees to make payments based on the information
provided by the Trustee and the Counterparty, and the Swap Contract
Administrator shall, absent manifest error, be entitled to rely on information
provided by the Trustee and the Counterparty.
On
the
Business Day of receipt of any payment from the Counterparty or the Guarantor,
the Swap Contract Administrator shall withdraw the amount of such payment from
the Swap Administration Account and distribute such amounts sequentially, as
follows:
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(a)
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first,
to the Trustee for deposit into the Swap Account, the applicable
Net
Payment; and
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(b)
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second,
to CHL, the applicable Excess Payment, in accordance with the following
wiring instructions:
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Bank:
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Bank
of New York
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Account
Name:
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Countrywide
Home Loans
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Account No.
ABA
No:
REF:
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8900038632
000000000
CWABS 2007-6 X'S
SwapPyt
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On
the
Business Day of receipt of any payment from the Trustee for payment to the
Counterparty, the Swap Contract Administrator shall withdraw the amount of
such
payment from the Swap Administration Account and distribute such amounts to
the
Counterparty in accordance with the wiring instructions specified in the Swap
Contract.
The
Swap
Contract Administrator shall prepare and deliver any notices required to be
delivered under the Swap Contract.
On
the
Business Day of receipt of any notices, information or reports received by
the
Swap Contract Administrator from the Counterparty, the Swap Contract
Administrator shall provide the same to the Trustee, including without
limitation information regarding any Net Swap Payment or Swap Termination
Payment that will be payable by the Swap Contract Administrator to the
Counterparty with respect to the next Distribution Date.
4
5. Control
Rights; Delivery Amounts; Replacement Swap Contract.
The
Trustee shall have the right to direct the Swap Contract Administrator with
respect to the exercise of any right under the Swap Contract and the ISDA Master
Agreement (such as the right to designate an Early Termination Date following
an
Event of Default or Termination Event (each such term as defined in the ISDA
Master Agreement)).
If
the
obligations of the Counterparty are, or shall become, guaranteed pursuant to
the
guarantee of any party (whether an affiliate of the Counterparty or otherwise),
then the Swap Contract Administrator shall promptly demand in accordance with
the terms of the guarantee from such guarantor all amounts payable or
deliverable by the Counterparty under the ISDA Master Agreement in the event
that the Counterparty fails to make timely payment or delivery of such
amounts.
Upon
the
Trustee obtaining actual knowledge of a Failure to Pay or Deliver (as defined
in
the Swap Contract), the Swap Contract Administrator, at the direction of the
Trustee, shall demand payment under the Swap Guarantee.
Upon
the
Swap Contract Administrator or the Trustee obtaining actual knowledge of the
rating of the Counterparty falling below the Approved Ratings Threshold (as
defined in the ISDA Master Agreement) or the Required Ratings Threshold (as
defined in the ISDA Master Agreement), the Swap Contract Administrator, at
the
direction of the Trustee, shall demand payment of the Delivery Amount (as
defined in the ISDA Master Agreement) from the Counterparty on each Valuation
Date (as defined in the ISDA Master Agreement) and perform its other obligations
in accordance with the ISDA Master Agreement and (ii) take such other action
required under the ISDA Master Agreement. If a Delivery Amount is
demanded, the Swap Contract Administrator shall establish an account to hold
cash or other eligible investments pledged under the ISDA Master
Agreement. Any such account shall be an “Eligible Account” as defined
in the Pooling and Servicing Agreement. Any cash or other Eligible
Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA
Master Agreement shall not be part of the Swap Administration Account unless
they are applied in accordance with the ISDA Master Agreement to make a payment
due to the Swap Contract Administrator pursuant to the Swap
Contract. If Eligible Collateral with a value equal to the Delivery
Amount is not delivered to the Swap Contract Administrator by the Swap
Counterparty, the Swap Contract Administrator, at the direction of the Swap
Trustee, shall notify the Swap Counterparty of such failure.
In
the
event that the Swap Contract is terminated, CHL shall assist the Swap Contract
Administrator in procuring a replacement swap contract with terms approximating
those of the original Swap Contract, and the Swap Contract Administrator shall
enter into a replacement swap contract procured by CHL or the Counterparty
and
continue to serve as Swap Contract Administrator pursuant to the terms
hereof. Any Swap Termination Payment received from the Counterparty
shall be used to pay any upfront amount required under any replacement swap
contract, and any excess shall be distributed to CHL. In the event
that a replacement swap contract cannot be procured, any Swap Termination
Payment received from the Counterparty in respect of the termination of the
original Swap Contract shall be held in the Swap Administration Account and
distributed as provided in Section 4.
5
In
the
event that a replacement swap is procured and the replacement counterparty
pays
an upfront amount to the Swap Contract Administrator in connection with the
execution of the replacement swap contract, then (i) if that upfront amount
is
not received prior to the Distribution Date on which any Swap Termination
Payment was due to the Counterparty under the original Swap Contract, that
upfront amount shall be held in the Swap Administration Account and distributed
as provided in Section 4, and (ii) if that upfront amount is received prior
to
the Distribution Date on which any Swap Termination Payment is due to the
Counterparty under the original Swap Contract, the Swap Contract Administrator
shall remit to the Trustee, to be included in Interest Funds for Loan Group
1
and Loan Group 2, the portion of such upfront amount equal to the lesser of
(x)
such upfront amount and (y) the amount of the Swap Termination Payment due
to
the Counterparty under the Original Swap Contract, to be allocated between
Loan
Group 1 and Loan Group 2 pro rata based on their respective Interest Funds
for
that Distribution Date. Any upfront amount paid by a replacement
counterparty that is not remitted by the Swap Contract Administrator to the
Trustee pursuant to clause (ii) of the preceding sentence shall be distributed
to CHL.
6. Monitoring
of Significance Percentage. With respect to each Distribution
Date, the Swap Contract Administrator shall calculate the “significance
percentage” (as defined in Item 1115 of Subpart 229.1100 – Asset Backed
Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1123) of the Swap Contract
based on the aggregate Certificate Principal Balance of the Benefited
Certificates for such Distribution Date (after all distributions to be made
thereon on such Distribution Date) and based on the methodology provided in
writing by or on behalf of CHL no later than the fifth Business Day preceding
such Distribution Date. On each Distribution Date, the Swap Contract
Administrator shall provide to CHL a written report (which written report may
include similar information with respect to other derivative instruments
relating to securitization transactions sponsored by CHL) specifying the
“significance percentage” of the Swap Contract for that Distribution
Date. If the “significance percentage” of the Swap Contract exceeds
7.0% with respect to any Distribution Date, the Swap Contract Administrator
shall make a separate notation thereof in the written report described in the
preceding sentence. Such written report may contain such assumptions
and disclaimers as are deemed necessary and appropriate by the Swap Contract
Administrator.
7.
Representations
and Warranties of the Swap Contract Administrator. The Swap
Contract Administrator represents and warrants as follows:
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(a)
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BNY
is duly organized and validly existing as a banking corporation under
the
laws of the State of New York and has all requisite power and authority
to
execute and deliver this Agreement and to perform its obligations
as Swap
Contract Administrator under this
Agreement.
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(b)
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The
execution, delivery and performance of this Agreement by BNY as Swap
Contract Administrator has been duly authorized by
BNY.
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(c)
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This
Agreement has been duly executed and delivered by BNY as Swap Contract
Administrator and is enforceable against BNY in accordance with its
terms,
except as enforceability may be affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar
laws
relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at
law).
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6
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(d)
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The
execution, delivery and performance of this Agreement by BNY as Swap
Contract Administrator will not result in a breach of the organizational
documents of BNY and will not violate any applicable law, rule or
regulation of the United States or the State of New
York.
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8. Certain
Matters Concerning the Swap Contract Administrator.
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(a)
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The
Swap Contract Administrator shall undertake to perform such duties
and
only such duties as are specifically set forth in this
Agreement.
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(b)
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No
provision of this Agreement shall be construed to relieve the Swap
Contract Administrator from liability for its own grossly negligent
action, its own grossly negligent failure to act or its own willful
misconduct, its grossly negligent failure to perform its obligations
in
compliance with this Agreement, or any liability that would be imposed
by
reason of its willful misfeasance or bad faith; provided
that:
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(i)
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the
duties and obligations of the Swap Contract Administrator shall be
determined solely by the express provisions of this Agreement, the
Swap
Contract Administrator shall not be liable, individually or as Swap
Contract Administrator, except for the performance of such duties
and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against
the
Swap Contract Administrator and the Swap Contract Administrator may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Swap Contract Administrator and conforming to the
requirements of this Agreement that it reasonably believed in good
faith
to be genuine and to have been duly executed by the proper authorities
respecting any matters arising
hereunder;
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(ii)
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the
Swap Contract Administrator shall not be liable, individually or
as Swap
Contract Administrator, for an error of judgment made in good faith
by a
Responsible Officer or Responsible Officers of the Swap Contract
Administrator, unless the Swap Contract Administrator was grossly
negligent or acted in bad faith or with willful misfeasance;
and
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(iii)
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the
Swap Contract Administrator shall not be liable, individually or
as Swap
Contract Administrator, with respect to any action taken, suffered
or
omitted to be taken by it in good faith in accordance with the direction
of the Controlling Party, or exercising any power conferred upon
the Swap
Contract Administrator under this
Agreement.
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(c)
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Except
as otherwise provided in Sections 8(a) and
8(b):
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7
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(i)
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the
Swap Contract Administrator may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution,
officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or
parties;
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(ii)
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the
Swap Contract Administrator may consult with counsel and any opinion
of
counsel shall be full and complete authorization and protection in
respect
of any action taken or suffered or omitted by it hereunder in good
faith
and in accordance with such opinion of
counsel;
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(iii)
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the
Swap Contract Administrator shall not be liable, individually or
as Swap
Contract Administrator, for any action taken, suffered or omitted
by it in
good faith and believed by it to be authorized or within the discretion
or
rights or powers conferred upon it by this
Agreement;
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(iv)
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the
Swap Contract Administrator shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order,
approval, bond or other paper or document, unless requested in writing
so
to do by the Counterparty, CHL or the Trustee; provided, however,
that if
the payment within a reasonable time to the Swap Contract Administrator
of
the costs, expenses or liabilities likely to be incurred by it in
the
making of such investigation is, in the opinion of the Swap Contract
Administrator not reasonably assured to the Swap Contract Administrator
by
the Counterparty, CHL and/or the Trustee, the Swap Contract Administrator
may require reasonable indemnity against such expense, or liability
from
the Counterparty, CHL and/or the Trustee, as the case may be, as
a
condition to taking any such
action;
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(v)
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the
Swap Contract Administrator shall not be required to expend its own
funds
or otherwise incur any financial liability in the performance of
any of
its duties hereunder if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such liability
is not assured to it; and
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(vi)
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the
Swap Contract Administrator shall not be liable, individually or
as Swap
Contract Administrator, with respect to or in connection with errors
or
omissions contained in the report to be provided pursuant to Section
6
hereof, to the extent such errors or omissions are the result of
inaccuracies in the methodology or other information provided to
the Swap
Contract Administrator by CHL.
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8
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(d)
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CHL
covenants and agrees to pay or reimburse the Swap Contract Administrator,
upon its request, for all reasonable expenses and disbursements
incurred
or made by the Swap Contract Administrator in accordance with
any of the
provisions of this Agreement except any such expense or disbursement
as
may arise from its negligence, bad faith or willful
misconduct. The Swap Contract Administrator and any director,
officer, employee or agent of the Swap Contract Administrator
shall be
indemnified by CHL and held harmless against any loss, liability
or
expense incurred in connection with any legal action relating
to this
Agreement, the Swap Contract, the Swap Guarantee or the Assignment
Agreement, or in connection with the performance of any of the
Swap
Contract Administrator’s duties hereunder or thereunder, other than any
loss, liability or expense incurred by reason of willful misfeasance,
bad
faith or negligence in the performance of any of the Swap Contract
Administrator’s duties hereunder or thereunder. Such indemnity
shall survive the termination of this Agreement or the resignation
of the
Swap Contract Administrator hereunder and under the Swap Contract,
the
Swap Guarantee and the Assignment Agreement. Notwithstanding
anything to the contrary in this Section 8(d), any expenses,
disbursements, losses or liabilities of the Swap Contract Administrator
or
any director, officer, employee or agent thereof that are made
or incurred
as a result of any request, order or direction of any NIM Insurer
or any
of the Certificateholders made to the Trustee as contemplated
by Section
8.02(a)(9) of the Pooling and Servicing Agreement and consequently
made to
the Swap Contract Administrator by the Trustee shall be payable
by the
Trustee out of the security or indemnity provided by any NIM
Insurer or
such Certificateholders pursuant to Section 8.02(a)(9) of the
Pooling and
Servicing Agreement.
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(e)
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Upon
the resignation of BNY as Trustee in accordance with the Pooling
and
Servicing Agreement, (i) BNY shall resign and be discharged from
its
duties as Swap Contract Administrator hereunder and (ii) the Person
that
succeeds BNY as Trustee shall be appointed as successor Swap Contract
Administrator hereunder upon its execution, acknowledgement and delivery
of the instrument accepting such appointment in accordance with Section
8.08 of the Pooling and Servicing Agreement, whereupon the duties
of the
Swap Contract Administrator hereunder shall pass to such
Person. In addition, upon the appointment of a successor
Trustee under the Pooling and Servicing Agreement, such successor
Trustee
shall succeed to the rights of the Trustee
hereunder.
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(f)
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In
the event of a NIM Issuance, nothing in this Section 8 shall limit
or
otherwise modify or affect the rights, duties or obligations of the
Swap
Contract Administrator under the related Swap Excess Assignment
Agreement.
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9. Miscellaneous.
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(a)
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This
Agreement shall be governed by and construed in accordance with the
laws
of the State of New York.
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(b)
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Each
of BNY and CHL hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal
proceedings arising out of or relating to this
Agreement.
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9
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(c)
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The
Counterparty shall be an express third party beneficiary of this
Agreement
for the purpose of enforcing the provisions hereof to the extent
of the
Counterparty’s rights explicitly specified herein as if a party
hereto.
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(d)
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This
Agreement shall terminate upon the termination of the Swap Contract
and
the disbursement by the Swap Contract Administrator of all funds
received
under the Swap Contract and the Swap Guarantee to CHL and the Trustee
on
behalf of the Holders of the Benefited
Certificates.
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(e)
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This
Agreement may be amended, supplemented or modified in writing by
the
parties hereto, provided that no amendment shall adversely affect
in any
material respect the Counterparty without the prior written consent
of the
Counterparty, which consent shall not be unreasonably
withheld.
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(f)
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This
Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts (including by facsimile
transmission), and all such counterparts taken together shall be
deemed to
constitute one and the same
instrument.
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(g)
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Any
provision of this Agreement which is prohibited or unenforceable
in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent
of such prohibition or unenforceability without invalidating the
remaining
provisions hereof, and any such prohibition or unenforceability in
any
jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
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(h)
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The
representations and warranties made by the parties to this Agreement
shall
survive the execution and delivery of this Agreement. No act or omission
on the part of any party hereto shall constitute a waiver of any
such
representation or warranty.
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(i)
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The
article and section headings in this Agreement are for convenience
of
reference only, and shall not limit or otherwise affect the meaning
of
this Agreement.
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[SIGNATURE
PAGE FOLLOWS]
10
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
THE
BANK
OF NEW YORK,
as
Swap
Contract Administrator
By:
/s/ Xxxxxxxx Xxxxxx
Name:
Xxxxxxxx Xxxxxx
Title:
Vice President
THE
BANK
OF NEW YORK,
not
in
its individual or corporate capacity but solely as Trustee
By:
/s/ Xxxxxxxx Xxxxxx
Name:
Xxxxxxxx Xxxxxx
Title:
Vice President
COUNTRYWIDE
HOME LOANS, INC.
By:
/s/ Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Executive Vice President
11
EXHIBIT
A
SWAP
CONTRACT
[Filed
as
Exhibit 99.2 herein]
A-1
EXHIBIT
B
SWAP
GUARANTEE
[Filed
as
Exhibit 99.11 herein]
B-1
