EXHIBIT 1.1
CWALT, INC.
Mortgage Pass-Through Certificates, Series 200_-__
UNDERWRITING AGREEMENT
----------------------
Dated the date specified on
the signature page hereof
The Firm or Firms
of Underwriters named
on the signature page hereof
Ladies and Gentlemen:
CWALT, Inc., a Delaware corporation ("CWALT"), proposes to cause
to be issued and to sell to you, as underwriters (each, an "Underwriter"), the
Mortgage Pass-Through Certificates of the series specified on the signature
page hereof and described in Section 2 hereof (the "Underwritten Public
Certificates" and, together with any certificates of such series retained by
CWALT or [Countrywide Home Loans, Inc.] ("[CHL]"), if any, set forth on the
cover page of the Prospectus Supplement (as defined below), collectively, the
"Public Certificates") having the characteristics set forth in the Prospectus
Supplement, evidencing ownership interests in a trust consisting of mortgage
notes and the related mortgages acquired by CWALT (the "Mortgage Loans") and
related property (collectively, the "Trust Fund"). The Mortgage Loans will be
of the type and will have the characteristics described in the Prospectus
Supplement, subject to the variances, ranges, minimums and maximums set forth
in the Prospectus Supplement, and will have the aggregate principal balance
set forth in the Prospectus Supplement, subject to an upward or downward
variance in principal balance, not to exceed the percentage set forth in the
Prospectus Supplement, the precise aggregate principal balance within such
range to be determined by CWALT in its sole discretion.
The Public Certificates, together with the other classes of
certificates of the series specified on the signature page hereof (the
"Private Certificates," and collectively with the Public Certificates, the
"Certificates") are to be issued under a pooling and servicing agreement (the
"Pooling and Servicing Agreement"), dated as of the first day of the month of
the date of this Agreement, among CWALT, as Depositor, [Countrywide Home Loans
Servicing LP], as master servicer (the "Master Servicer"), [CHL], one or more
special purpose entities established by [Countrywide Financial Corporation] or
one of its subsidiaries (together with [CHL], the "Sellers") and
___________________, as trustee (the "Trustee"). The Public Certificates of
each class will be issued in the minimum denominations and will have the terms
set forth in the Prospectus Supplement. Capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed thereto
in the Pooling and Servicing Agreement.
If and to the extent specified in the Pooling and Servicing
Agreement, in addition to the Mortgage Loans conveyed to the Trust Fund on the
Closing Date, CWALT may convey to the Trust Fund, from time to time during the
period specified in the Pooling and Servicing Agreement (each such period, a
"Conveyance Period") (the date of any such conveyance, a "Supplemental
Transfer Date") Supplemental Mortgage Loans.
1. Representations and Warranties. CWALT represents and warrants
to, and agrees with, each Underwriter that:
(a) A registration statement on Form S-3 (File No. 333-________),
including a prospectus, has been filed with the Securities and Exchange
Commission (the "Commission") and has become effective under the
Securities Act of 1933, as amended (the "Act"). As of the date of each
Contract of Sale (as defined in the indemnification agreement, dated the
date hereof (the "Indemnification Agreement") among CWALT,
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[CHL] and the other parties named therein) and as of the Closing Date
(as defined herein), no stop order suspending the effectiveness of such
registration statement has been issued and no proceedings for that
purpose have been initiated or to CWALT's knowledge threatened by the
Commission. The prospectus in the form in which it will be used in
connection with the offering of the Public Certificates (the "Base
Prospectus") is proposed to be supplemented by a prospectus supplement
dated the date hereof relating to the Certificates and, as so
supplemented, to be filed with the Commission pursuant to Rule 424 under
the Act. (Such registration statement is hereinafter referred to as the
"Registration Statement;" such prospectus supplement, as first filed
with the Commission, is herein referred to as the "Prospectus
Supplement;" and such prospectus, in the form in which it will first be
filed with the Commission in connection with the offering of the Public
Certificates, including documents incorporated therein as of the time of
such filing and as supplemented by the Prospectus Supplement, is
hereinafter referred to as the "Prospectus"). Any reference herein to
the Registration Statement, a preliminary prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") on
or before the date on which the Registration Statement, as amended,
became effective or the issue date of such preliminary prospectus or the
date on which the Prospectus is filed pursuant to Rule 424(b) under the
Act, as the case may be; and any reference herein to the terms "amend,"
"amendment" or "supplement" with respect to the Registration Statement,
any preliminary prospectus or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after the
date on which the
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Registration Statement became effective or the issue date of any
preliminary prospectus or the date on which the Prospectus is filed
pursuant to Rule 424(b) under the Act, as the case may be, deemed to be
incorporated therein by reference.
(b) The Registration Statement as of its effective date, as of the
date of the Prospectus Supplement and as of the date of each Contract of
Sale conformed and will conform in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder applicable to such documents as of such dates. The
Prospectus, as of its issue date, as of the date of the Prospectus
Supplement and as revised, amended or supplemented and filed with the
Commission prior to the termination of the offering of the Public
Certificates, conformed and will conform in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder applicable to such documents as of such respective dates, and
the Prospectus as revised, amended or supplemented and filed with the
Commission as of the Closing Date will conform in all material respects
to the requirements of the Act and the rules and regulations of the
Commission thereunder applicable to such documents as of the Closing
Date. The Registration Statement, at the time it became effective and as
of the date of each Contract of Sale, did not include any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and the Prospectus as of the date of the Prospectus
Supplement, and the Prospectus as revised, amended or supplemented and
filed prior to the Closing Date, as of the Closing Date, will not
include any untrue statement of a material fact and will not omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they
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were made, not misleading; provided, however, that CWALT makes no
representations, warranties or agreements as to the information
contained in or omitted from the Prospectus or any revision or amendment
thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to CWALT by or on behalf of any
Underwriter or Broker-Dealer (as defined in the Indemnification
Agreement) specifically for use in connection with the preparation of
the Prospectus or any revision or amendment thereof or supplement
thereto, such information being defined in the Indemnification
Agreement.
(c) The Issuer Free Writing Prospectus (as defined in the
Indemnification Agreement) as of its date (the "Start Date") and as of
each day through the Closing Date, constitutes and will constitute an
"issuer free writing prospectus" as defined in Rule 433 of the Act and
does not and will not as of any such time conflict with the information
in the Registration Statement or the Prospectus. The Issuer Free Writing
Prospectus has been filed with the Commission as required by Rule 433.
The Issuer Free Writing Prospectus and the Base Prospectus
(collectively, the "Disclosure Package") as of the Start Date and as of
each day through the Closing Date does not and will not include an
untrue statement of a material fact and does not and will not omit to
state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(d) The Seller Mortgage Loan Information (as defined in the
Indemnification Agreement) as of the date it is forwarded to an
Underwriter, is accurate in all material respects.
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(e) The Public Certificates will conform in all material respects
to the description thereof contained in the Disclosure Package and the
Prospectus, and each of the Certificates, when validly authenticated,
issued and delivered in accordance with the Pooling and Servicing
Agreement, will be duly and validly issued and outstanding and entitled
to the benefits of the Pooling and Servicing Agreement. Each Certificate
of the classes indicated to be "mortgage related securities" under the
heading "Summary--Legal Investment" in the Prospectus Supplement will,
when issued, be a "mortgage related security" as such term is defined in
Section 3(a)(41) of the Exchange Act.
(f) This Agreement has been duly authorized, executed and
delivered by CWALT. As of the Closing Date, the Pooling and Servicing
Agreement, the Indemnification Agreement and each insurance agreement,
if any, referred to in the Prospectus Supplement (each an "Insurance
Agreement" and collectively the "Insurance Agreements") between CWALT
and the third party provider of credit enhancement, if any (the
"Certificate Insurer"), included in the Trust Fund will have been duly
authorized, executed and delivered by CWALT and will conform in all
material respects to the descriptions thereof contained in the
Disclosure Package and the Prospectus and, assuming the valid execution
and delivery thereof by the other parties thereto, this Agreement, each
subsequent supplemental transfer agreement, if any, referred to in the
Disclosure Package and the Prospectus Supplement (each a "Supplemental
Transfer Agreement") and the Pooling and Servicing Agreement each will
constitute a legal, valid and binding agreement of CWALT enforceable in
accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
creditors' rights generally and by general principles of equity.
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(g) CWALT has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware
with corporate power and authority to own its properties and conduct its
business as described in the Disclosure Package and the Prospectus and
to enter into and perform its obligations under the Pooling and
Servicing Agreement, each Supplemental Transfer Agreement, the
Indemnification Agreement, the Insurance Agreements and this Agreement.
(h) Neither the issuance or delivery of the Certificates, nor the
consummation of any other of the transactions contemplated herein, nor
compliance with the provisions of the Pooling and Servicing Agreement,
the Indemnification Agreement, each Supplemental Transfer Agreement, the
Insurance Agreements or this Agreement, will conflict with or result in
the breach of any material term or provision of the certificate of
incorporation or bylaws of CWALT, and CWALT is not in breach or
violation of or in default (nor has an event occurred which with notice
or lapse of time or both would constitute a default) under the terms of
(i) any indenture, contract, lease, mortgage, deed of trust, note,
agreement or other evidence of indebtedness or other agreement,
obligation or instrument to which CWALT is a party or by which it or its
properties are bound, or (ii) any law, decree, order, rule or regulation
applicable to CWALT of any court or supervisory, regulatory,
administrative or governmental agency, body or authority, or arbitrator
having jurisdiction over CWALT, or its properties, the default in or the
breach or violation of which would have a material adverse effect on
CWALT or the Certificates or the ability of CWALT to perform its
obligations under the Pooling and Servicing Agreement, the
Indemnification Agreement, each Supplemental Transfer Agreement, the
Insurance Agreements or this Agreement; and neither the delivery of the
Certificates, nor
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the consummation of any other of the transactions contemplated herein,
nor the compliance with the provisions of the Pooling and Servicing
Agreement, the Indemnification Agreement each Supplemental Transfer
Agreement, the Insurance Agreement or this Agreement will result in such
a breach, violation or default which would have such a material adverse
effect.
(i) No filing or registration with, notice to, or consent,
approval, authorization or order or other action of any court or
governmental authority or agency is required for the consummation by
CWALT of the transactions contemplated by the Pooling and Servicing
Agreement, the Indemnification Agreement, each Supplemental Transfer
Agreement, the Insurance Agreements or this Agreement (other than as
required under "blue sky" or state securities laws, as to which no
representations and warranties are made by CWALT), except such as have
been, or will have been prior to the Closing Date or Supplemental
Transfer Date, as applicable, obtained under the Act, and such
recordations of the assignment of the Mortgage Loans to the Trustee (to
the extent such recordations are required pursuant to the Pooling and
Servicing Agreement) that have not yet been completed.
(j) There is no action, suit or proceeding before or by any court,
administrative or governmental agency now pending to which CWALT is a
party, or to the best of CWALT's knowledge threatened against CWALT
which could reasonably result individually or in the aggregate in any
material adverse change in the condition (financial or otherwise),
earnings, affairs, regulatory situation or business prospects of CWALT
or could reasonably interfere with or materially and adversely affect
the consummation of the transactions contemplated in the Pooling and
Servicing Agreement,
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the Indemnification Agreement, each Supplemental Transfer Agreement,
the Insurance Agreements or this Agreement.
(k) At the time of execution and delivery of the Pooling and
Servicing Agreement, (1) CWALT will own the Mortgage Loans being
transferred to the Trust Fund pursuant thereto, free and clear of any
lien, mortgage, pledge, charge, encumbrance, adverse claim or other
security interest (collectively, "Liens"), except to the extent
permitted in the Pooling and Servicing Agreement, and will not have
assigned to any person other than the Trust Fund any of its right, title
or interest in the Mortgage Loans, (2) CWALT will have the power and
authority to transfer the Mortgage Loans to the Trust Fund and to
transfer the Underwritten Public Certificates to you, (3) upon execution
and delivery to the Trustee of the Pooling and Servicing Agreement, and
delivery of the Certificates to CWALT, the Trust Fund will own the
Mortgage Loans free of Liens other than Liens permitted by the Pooling
and Servicing Agreement or created or granted by you, and (4) upon
payment and delivery of the Underwritten Public Certificates to you, you
will acquire ownership of the Underwritten Public Certificates, free of
Liens other than Liens permitted by the Pooling and Servicing Agreement
or created or granted by you. At the time of execution and delivery of
each Supplemental Transfer Agreement, (1) CWALT will own the Mortgage
Loans being transferred to the Trust Fund pursuant thereto, free and
clear of any Lien, except to the extent permitted in the Pooling and
Servicing Agreement, and will not have assigned to any person other than
the Trust Fund any of its right, title or interest in the related
Mortgage Loans, (2) CWALT will have the power and authority to transfer
the related Mortgage Loans to the Trust Fund, (3) upon execution and
delivery to the Trustee of each Supplemental Transfer Agreement, the
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Trust Fund will own the related Mortgage Loans free of Liens other than
Liens permitted by the Pooling and Servicing Agreement or created or
granted by you and (4) CWALT will have complied with the requirements
contained in the Pooling and Servicing Agreement for transferring the
related Mortgage Loans.
(l) Any taxes, fees and other governmental charges in connection
with the execution, delivery and issuance of the Pooling and Servicing
Agreement, the Indemnification Agreement, the Insurance Agreements, each
Supplemental Transfer Agreement, this Agreement and the Certificates
have been or will be paid by CWALT at or prior to the Closing Date (or
in the case of each Supplemental Transfer Agreement, the applicable
Supplemental Transfer Date), except for fees for recording assignments
of the Mortgage Loans to the Trustee pursuant to the Pooling and
Servicing Agreement that have not yet been completed, which fees will be
paid by or on behalf of CWALT in accordance with the Pooling and
Servicing Agreement.
(m) The Master Servicer or any subservicer who will be servicing
any Mortgage Loans pursuant to the Pooling and Servicing Agreement is
qualified to do business in all jurisdictions in which its activities as
servicer or subservicer of the Mortgage Loans serviced by it require
such qualification except where failure to be so qualified will not have
a material adverse effect on such servicing activities.
(n) The transfer of the Mortgage Loans to the Trust Fund at the
Closing Date will be treated by CWALT for financial accounting and
reporting purposes as a sale of assets and not as a pledge of assets to
secure debt.
(o) As of the earliest time after filing of the Registration
Statement that CWALT or another offering participant made a bona fide
offer (within the meaning of
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Rule 164(h)(2) under the Act) of the Public Certificates, CWALT was not
and will not be an "ineligible issuer" as defined in Rule 405 under the
Act.
(p) CWALT is not doing business with Cuba.
(q) CWALT represents and agrees that, other than the Disclosure
Package and the Final Free Writing Prospectus, it has not made and will
not make any offer relating to the Public Certificates that would
constitute a "free writing prospectus" as defined in Rule 405 under the
Act;
(r) CWALT has complied and will comply with the requirements of
Rule 433 under the Act applicable to the Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required
and legending.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, CWALT
agrees to sell, and each Underwriter agrees, severally and not jointly,
to purchase from CWALT, the respective Initial Class Certificate Balance
of each Class of Underwritten Public Certificates to be purchased by
such Underwriter as specified in the Prospectus Supplement. The purchase
price at which each Underwriter will purchase its Underwritten Public
Certificates shall be as set forth in a separate pricing letter dated
the date hereof between each such Underwriter and CWALT (each, a
"Pricing Letter"), and the terms of each such Pricing Letter are hereby
incorporated herein by reference as if such terms were stated herein in
their entirety. References herein to this "Agreement" shall include the
terms of each Pricing Letter.
3. Delivery and Payment. The Public Certificates shall be
delivered at the office, on the date and at the time specified in the
Prospectus Supplement, which place,
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date and time may be changed by agreement between the Underwriters and
CWALT (such date and time of delivery of and payment for such Public
Certificates being referred to herein as the "Closing Date"). Delivery
of the Underwritten Public Certificates shall be made to each of the
Underwriters as against their respective payment of the purchase price
therefor to or upon the order of CWALT in immediately available federal
funds. The Underwritten Public Certificates shall be registered in such
names and in such denominations as the respective Underwriters may have
requested or as required by book-entry registration not less than [two]
full business days prior to the Closing Date.
4. Offering by Underwriters. (a) It is understood that the
Underwriters propose to offer the Underwritten Public Certificates for
sale as set forth in the Prospectus and that you will not offer, sell or
otherwise distribute the Underwritten Public Certificates (except for
the sale thereof in exempt transactions) in any state in which the
Underwritten Public Certificates are not exempt from registration under
"blue sky" or state securities laws (except where the Underwritten
Public Certificates will have been qualified for offering and sale at
your direction under such "blue sky" or state securities laws).
(b) Each Underwriter agrees that it shall not enter into any
Contract of Sale with any investor with respect to any class of
Underwritten Public Certificates with a minimum denomination of $[1,000]
until the Base Prospectus and Prospectus Supplement have been delivered
to such investor.
(c) In the event that an Underwriter uses a "road show" (as
defined in Rule 433(h)(4) under the Act) in connection with the offering
of the Underwritten Public Certificates, the Underwriter agrees that all
information in such road show shall be
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provided orally only and not as a "written communication" (as defined in
Rule 405 under the Act). Each Underwriter agrees that any slideshow used
in connection with a road show (i) shall only be provided as part of the
road show and not separately, (ii) if handed out at any meeting as a
hard copy, shall be retrieved prior to the end of the meeting and (iii)
will otherwise be used only in a manner that does cause the slideshow to
be treated as a "free writing prospectus" (as defined in Rule 405 under
the Act).
(d) If any "written communication" (as defined in Rule 405 under
the Act) in connection with the offering of the Underwritten Public
Certificates contains an untrue statement of material fact or omits to
state a material fact necessary to make the statements, in light of the
circumstances under which they were made, not misleading at the time
that a Contract of Sale was entered into, when taken together with all
information that was conveyed to any person with whom a Contract of Sale
was entered into, then the applicable Underwriter shall provide any such
person with the following:
(i) Adequate disclosure of the contractual arrangement;
(ii) Adequate disclosure of the person's rights under the
existing Contract of Sale at the time termination is sought;
(iii) Adequate disclosure of the new information that is
necessary to correct the misstatements or omissions in the
information given at the time of the original Contract; and
(iv) A meaningful ability to elect to terminate or not
terminate the prior Contract of Sale and to elect to enter into or
not enter into a new Contract of Sale.
5. Agreements. CWALT agrees with each Underwriter that:
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(a) CWALT will cause the Prospectus to be filed with the
Commission pursuant to Rule 424 under the Act and, if indicated in the
Prospectus, within [15] days of the Closing Date, will file a report on
Form 8-K setting forth specific information concerning the Mortgage
Loans, and will promptly advise each Underwriter when the Prospectus has
been so filed, and, prior to the termination of the offering of the
Public Certificates, will also promptly advise each Underwriter (i) when
any amendment to the Registration Statement has become effective or any
revision of or supplement to the Prospectus has been so filed (unless
such amendment, revision or supplement does not relate to the
Certificates), (ii) of any request by the Commission for any amendment
of the Registration Statement or the Prospectus or for any additional
information (unless such request for additional information does not
relate to the Certificates), (iii) of any written notification received
by CWALT of the suspension of qualification of the Public Certificates
for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose and (iv) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration
Statement or the institution or to the knowledge of CWALT, the
threatening of any proceeding for that purpose. CWALT will use its best
efforts to prevent the issuance of any such stop order and, if issued,
to obtain as soon as possible the withdrawal thereof. Except as
otherwise provided in Section 5(b) hereof, CWALT will not file prior to
the termination of such offering any amendment to the Registration
Statement or any revision of or supplement to the Prospectus (other than
any such amendment, revision or supplement which does not relate to the
Certificates) which shall be disapproved by the Underwriters after
reasonable notice and review of such filing.
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(b) If, at any time when a statutory prospectus relating to the
Public Certificates is required to be delivered under the Act (i) any
event occurs as a result of which the Prospectus as then amended or
supplemented would include any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein
in the light of the circumstances under which they were made not
misleading, or (ii) it shall be necessary to revise, amend or supplement
the Prospectus to comply with the Act or the rules and regulations of
the Commission thereunder, CWALT promptly will notify each Underwriter
and will, upon the request of any Underwriter, or may, after
consultation with each Underwriter, prepare and file with the Commission
a revision, amendment or supplement which will correct such statement or
omission or effect such compliance, and furnish without charge to each
Underwriter as many copies as such Underwriter may from time to time
reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance.
(c) If, at any time after the Start Date and prior to the Closing
Date any event occurs as a result of which the Disclosure Package as
then amended or supplemented would include any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, or would conflict with the information in the
Registration Statement, CWALT promptly will notify each Underwriter and
will, upon the request of any Underwriter, or may, after consultation
with each Underwriter, prepare and file with the Commission (as may be
required under the Rules and Regulations) a revision, amendment or
supplement which will correct such conflict, statement or omission, and
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furnish without charge to each Underwriter as many copies as such
Underwriter may from time to time reasonably request of such revision,
amendment or supplement.
(d) CWALT will cause to be delivered to each Underwriter and
counsel for the Underwriters an agreed upon procedures letter from
___________________________:
(i) as of the Start Date with respect to the Issuer Free
Writing Prospectus; and
(ii) with respect to the Prospectus as provided in Section 6
(i).
(e) CWALT will furnish to each Underwriter and counsel to the
Underwriters, without charge, conformed copies of the Registration
Statement (including exhibits thereto) and, so long as delivery of a
prospectus relating to the Public Certificates is required under the
Act, as many copies of the Prospectus and any revisions or amendments
thereof or supplements thereto as may be reasonably requested.
(f) CWALT will, as between itself and the Underwriters, pay all
expenses incidental to the performance of its obligations under this
Agreement, including without limitation (i) expenses of preparing,
printing and reproducing the Registration Statement, the Prospectus, the
Disclosure Package, the Pooling and Servicing Agreement and the
Certificates, (ii) the cost of delivering the Underwritten Public
Certificates to the Underwriters, insured to your reasonable
satisfaction, (iii) the fees charged by securities rating services for
rating the Certificates, (iv) the fees and expenses of the Trustee
except for fees and expenses of Trustee's counsel which will be borne by
the Trustee and (v) all other costs and expenses incidental to the
performance by CWALT of CWALT's obligations hereunder which are not
otherwise specifically provided for in this subsection. It is understood
that, except as provided in this paragraph (f) and in Section 9
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hereof, each Underwriter will pay all of its own expenses, including (i)
the fees of any counsel to such Underwriter, (ii) any transfer taxes on
resale of any of the Certificates by it, (iii) any advertising expenses
connected with any offers that such Underwriter may make and (iv) any
expenses for the qualification of the Certificates under "blue sky" or
state securities laws, including filing fees and the fee and
disbursements of counsel for such Underwriter in connection therewith
and in connection with the preparation of any Blue Sky Survey.
(g) So long as any Certificates are outstanding, upon request of
any Underwriter, CWALT will, or will cause the Master Servicer to,
furnish to such Underwriter, as soon as available, a copy of (i) the
annual statement of compliance delivered by the Master Servicer to the
Trustee under the Pooling and Servicing Agreement, (ii) the annual
independent public accountants' servicing report furnished to the
Trustee pursuant to the Pooling and Servicing Agreement, (iii) each
report of CWALT regarding the Certificates filed with the Commission
under the Exchange Act or mailed to the holders of the Certificates and
(iv) from time to time, such other information concerning the
Certificates which may be furnished by CWALT or the Master Servicer
without undue expense and without violation of applicable law.
(h) CWALT will file ABS ICM or Preliminary Term Sheets (as defined
in the Indemnification Agreement) furnished to CWALT by an Underwriter,
to the extent required under the Act, prior to the time of filing of the
Prospectus as provided in the Indemnification Agreement and will include
therein all materials so furnished. In addition, CWALT will file all
reports with respect to the Trust Fund required to be filed under the
Exchange Act, when the same are required thereby to be so filed.
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(i) If by the [third] anniversary (the "Renewal Deadline") of the
initial effective date of the Registration Statement, any of the Public
Certificates remain unsold by the Underwriters and the Underwriters have
so notified CWALT in writing at least [90] days prior to the Renewal
Deadline, CWALT will file, if it has not already done so and is eligible
to do so, a new shelf registration statement relating to the Public
Certificates, in a form satisfactory to the Underwriters and will use
its best efforts to cause such registration statement to be declared
effective within [180] days after the Renewal Deadline. CWALT will take
all other action necessary or appropriate to permit the public offering
and sale of the Public Certificates to continue as contemplated in the
expired registration statement relating to the Public Certificates.
References herein to the Registration Statement shall include such new
shelf registration statement.
6. Conditions to the Obligations of Underwriters. The obligation
of each Underwriter to purchase the Underwritten Public Certificates to
be purchased by it as indicated in the related Pricing Letter and as
provided herein shall be subject to the accuracy in all material
respects of the representations and warranties on the part of CWALT
contained herein as of the date hereof and as of the Closing Date, to
the accuracy of the statements of CWALT made in any officer's
certificate pursuant to the provisions hereof, to the performance in all
material respects by CWALT of its obligations hereunder and to the
following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings
for that purpose shall have been instituted and be pending or
shall have been threatened, and the Prospectus
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shall have been filed or mailed for filing with the Commission not
later than required pursuant to the rules and regulations of the
Commission.
(b) CWALT shall have furnished to the Underwriters a
certificate, dated the Closing Date, of CWALT, signed by a vice
president of CWALT, to the effect that the signer of such
certificate has carefully examined the Registration Statement, the
Prospectus and this Agreement and that:
(i) The representations and warranties of CWALT herein are
true and correct in all material respects on and as of the Closing
Date with the same effect as if made on the Closing Date, and
CWALT has complied with all agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to
the Closing Date;
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for
that purpose have been instituted and are pending or, to his
knowledge, have been threatened as of the Closing Date; and
(iii) Nothing has come to the attention of such person that
would lead him to believe that the Prospectus at the date thereof
and at the date hereof contained or contains any untrue statement
of a material fact or omitted or omits to state any material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
(c) [CHL] shall have furnished to the Underwriters a
certificate, dated the Closing Date, of [CHL], signed by a vice
president or an assistant vice president of [CHL], to the effect
that (i) the signer of such certificate has carefully
19
examined the Prospectus and nothing has come to the attention of
such person that would lead him to believe that the Prospectus
contains any untrue statement of a material fact with respect to
[CHL] or the Mortgage Loans or omits to state any material fact
with respect to [CHL] or the Mortgage Loans necessary in order to
make the statements therein, in light of the circumstances under
which they were made, not misleading and (ii) [CHL] has complied
with all agreements and satisfied all the conditions on its part
to be performed or satisfied at or prior to the Closing Date under
the Pooling and Servicing Agreement, the Indemnification
Agreement, the Insurance Agreements or this Agreement.
(d) CWALT shall have furnished to you an opinion, dated the
Closing Date, of ____________________, special counsel to CWALT,
to the effect that:
(i) The Registration Statement and any amendments thereto
have become effective under the Act; to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and not withdrawn, no
proceedings for that purpose have been instituted or threatened
and not terminated; and the Registration Statement, the Prospectus
and each amendment or supplement thereto, as of their respective
initial effective or issue dates (other than the financial and
statistical information contained therein, complied as to form in
all material respects with the applicable requirements of the Act
and the rules and regulations thereunder;
(ii) To the best knowledge of such counsel, there are no
material contracts, indentures or other documents of a character
required to be described or referred to in the Registration
Statement or the Prospectus or to be filed as
20
exhibits to the Registration Statement other than those described
or referred to therein or filed or incorporated by reference as
exhibits thereto;
(iii) Assuming that the Pooling and Servicing Agreement and
this Agreement have each been duly authorized, executed and
delivered by the parties thereto, each constitutes a valid, legal
and binding agreement of CWALT, the Master Servicer and [CHL] in
the case of the Pooling and Servicing Agreement and of CWALT in
the case of this Agreement and the Insurance Agreements
enforceable against CWALT, the Master Servicer or [CHL], as
applicable, in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights
generally and to general principles of equity regardless of
whether enforcement is sought in a proceeding in equity or at law;
(iv) Assuming that the Certificates have been duly and
validly authorized, executed and authenticated in the manner
contemplated in the Pooling and Servicing Agreement, when
delivered and paid for by you as provided in this Agreement, the
Certificates will be validly issued and outstanding and entitled
to the benefits of the Pooling and Servicing Agreement;
(v) The Certificates and the Pooling and Servicing Agreement
conform in all material respects to the descriptions thereof
contained in the Prospectus;
(vi) The statements in the Prospectus Supplement, under the
headings "Material Federal Income Tax Consequences," "ERISA
Considerations" and "Summary--Legal Investment," and in the
Prospectus under "Material Federal
21
Income Tax Consequences," "ERISA Considerations," and "Legal
Investment" to the extent that they constitute matters of New York
or federal law or legal conclusions with respect thereto, have
been reviewed by such counsel and are correct in all material
respects;
(vii) The Certificates indicated under the heading
"Summary--Legal Investment" in the Prospectus Supplement to be
"mortgage related securities" will be mortgage related securities,
as defined in Section 3(a)(41) of the Exchange Act, so long as
such Certificates are rated in one of the two highest rating
categories by at least one nationally recognized statistical
rating organization;
(viii) The Pooling and Servicing Agreement is not required
to be qualified under the Trust Indenture Act of 1939, as amended,
and the Trust Fund created by the Pooling and Servicing Agreement
is not required to be registered under the Investment Company Act
of 1940, as amended; and
(ix) Each REMIC as described in the Pooling and Servicing
Agreement will qualify as a "real estate mortgage investment
conduit" ("REMIC") within the meaning of Section 860D of the
Internal Revenue Code of 1986, as amended (the "Code"), (b) the
Regular Certificates will be treated as regular interests in the
Master REMIC, and (c) the Class A-R Certificate will represent
ownership of the sole class of residual interest in each REMIC
created pursuant to the Pooling and Servicing Agreement.
Such counsel shall also state that nothing has come to its
attention that would lead such counsel to believe that the Registration
Statement, at the time it initially became effective, contained an untrue
statement of a material fact or omitted to state a material fact required to
be
22
stated therein or necessary to make the statements therein not misleading or
that the Prospectus, as of the date of the Prospectus Supplement, and on the
Closing Date, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; it being understood that such counsel need express no
view as to (i) financial and statistical information contained therein or (ii)
any description in the Prospectus of any third party providing credit
enhancement to the Certificates.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement and the Pooling and
Servicing Agreement. Such opinion may be qualified as an opinion only on the
laws of the State of New York and the federal law of the United States. To the
extent that such firm relies upon the opinion of other counsel in rendering
any portion of its opinion, the opinion of such other counsel shall be
attached to and delivered with the opinion of such firm that is delivered to
you.
(e) CWALT shall have furnished to the Underwriters an
opinion, dated the Closing Date, of counsel to CWALT (who may be
an employee of CWALT or of an affiliate of CWALT), to the effect
that:
(i) CWALT has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of
Delaware and is duly qualified to do business in, and is in good
standing as a foreign corporation under the laws of, the State of
California;
(ii) The Certificates have been duly authorized and executed
and, assuming authentication and delivery in the manner
contemplated in the Pooling
23
and Servicing Agreement, are validly issued and outstanding, and
upon delivery by CWALT of the Certificates to be purchased by the
Underwriters and payment by the Underwriters of the purchase price
therefor in the manner contemplated by this Agreement, the
Underwriters will acquire such Certificates free and clear of any
lien, pledge, encumbrance or other security interest other than
one created or granted by any Underwriter;
(iii) The Pooling and Servicing Agreement has been duly
authorized, executed and delivered by CWALT;
(iv) This Agreement, the Insurance Agreements and the
Indemnification Agreement have each been duly authorized, executed
and delivered by CWALT;
(v) No consent, approval, authorization or order of any
[California] or federal governmental agency or body or, to the
best knowledge of such counsel, any [California] or federal court
is required for the consummation by CWALT of the transactions
contemplated by the terms of this Agreement, the Insurance
Agreements or the Pooling and Servicing Agreement except such as
may be required under the "blue sky" or state securities laws of
any jurisdiction in connection with the offering, sale or
acquisition of the Certificates, any recordations of the
assignment of the mortgage loans to the Trustee (to the extent
such recordations are required pursuant to the Pooling and
Servicing Agreement) that have not yet been completed and such
other approvals as have been obtained;
(vi) The sale of the Certificates to be purchased by the
Underwriters pursuant to this Agreement and the consummation of
any of the transactions
24
contemplated by the terms of the Pooling and Servicing Agreement,
the Indemnification Agreement or this Agreement do not conflict
with or result in a breach or violation of any material term or
provision of, or constitute a default under, the certificate of
incorporation of CWALT, or any indenture or other agreement or
instrument to which CWALT is a party or by which it is bound, or
any [California] or federal statute or regulation applicable to
CWALT or, to the best knowledge of such counsel, an order or
decree of any [California] or federal court, regulatory body,
administrative agency or governmental body having jurisdiction
over CWALT; and
(vii) There are no legal or governmental actions,
investigations or proceedings pending to which CWALT is a party,
or, to the best knowledge of such counsel, threatened against
CWALT, (A) asserting the invalidity of this Agreement, the Pooling
and Servicing Agreement, the Indemnification Agreement, the
Insurance Agreements or the Certificates, (B) seeking to prevent
the issuance of the Certificates or the consummation of any of the
transactions contemplated by this Agreement, the Pooling and
Servicing Agreement, the Indemnification Agreement or the
Insurance Agreements, (C) which might materially and adversely
affect the performance by CWALT of its obligations under, or the
validity or enforceability of, this Agreement, the Pooling and
Servicing Agreement, the Indemnification Agreement, the Insurance
Agreements or the Certificates or (D) seeking to affect adversely
the federal income tax attributes of the Certificates as described
in the Prospectus under the heading "Material Federal Income Tax
Consequences." For purposes of the foregoing,
25
such counsel may state that it has not regarded any legal or
governmental actions, investigations or proceedings to be
"threatened" unless the potential litigant or governmental
authority has manifested to the legal department of CWALT a
present intention to initiate such proceedings.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement, the Insurance
Agreements, the Indemnification Agreement and the Pooling and Servicing
Agreement. Such opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to therein by the parties
thereto other than CWALT or its affiliates. Such opinion may be qualified as
an opinion only on the laws of the States of Delaware and California and the
federal law of the United States. To the extent that such counsel relies upon
the opinion of other counsel in rendering any portion of its opinion, the
opinion of such other counsel shall be attached to and delivered with the
opinion of such counsel that is delivered to the Underwriters.
(f) [CHL] shall have furnished to the Underwriters an opinion,
dated the Closing Date, of counsel to [CHL] (who may be an employee of
[CHL]), to the effect that:
(i) [CHL] has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
[New York];
(ii) The Pooling and Servicing Agreement and the Insurance
Agreements have each been duly authorized, executed and delivered
by [CHL];
(iii) No consent, approval, authorization or order of any
[California] or federal governmental agency or body or, to the
best knowledge of such counsel,
26
any [California] or federal court is required for the consummation
by [CHL] of the transactions contemplated by the terms of the
Pooling and Servicing Agreement except any such as may be required
under the "blue sky" or state securities laws of any jurisdiction
in connection with the offering, sale or acquisition of the
Certificates, any recordations of the assignment of the Mortgage
Loans evidenced by the Certificates to the Trustee (to the extent
such recordations are required pursuant to the Pooling and
Servicing Agreement) that have not yet been completed and any
approvals as have been obtained;
(iv) The consummation of any of the transactions
contemplated by the terms of the Pooling and Servicing Agreement
or the Insurance Agreements do not conflict with or result in a
breach or violation of any material term or provision of, or
constitute a default under, the charter or bylaws of [CHL], or, to
the best knowledge of such counsel, any indenture or other
agreement or instrument to which [CHL] is a party or by which it
is bound, any [New York] or federal law, statute or regulation
applicable to [CHL] or, to the best knowledge of such counsel, any
order of any [California] or federal court, regulatory body,
administrative agency or governmental body having jurisdiction
over [CHL]; and
(v) There are no legal or governmental actions,
investigations or proceedings pending to which [CHL] is a party,
or, to the best knowledge of such counsel, threatened against
[CHL], (A) asserting the invalidity of the Pooling and Servicing
Agreement or the Insurance Agreements or (B) which might
materially and adversely affect the performance by [CHL] of its
obligations under, or the validity or enforceability of, the
Pooling and Servicing Agreement or the
27
Insurance Agreements. For purposes of the foregoing, such counsel
may state that it has not regarded any legal or governmental
actions, investigations or proceedings to be "threatened" unless
the potential litigant or governmental authority has manifested to
the legal department of [CHL] a present intention to initiate such
proceedings.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to the Pooling and Servicing Agreement.
Such opinion may assume the due authorization, execution and delivery of the
instruments and documents referred to therein by the parties thereto other
than [CHL]. Such opinion may be qualified as an opinion only on the laws of
the Incorporation State and the federal law of the United States and, with
respect to the opinions set forth in paragraph (f)(ii) above, the laws of the
State of [New York]. To the extent that such counsel relies upon the opinion
of other counsel in rendering any portion of its opinion, the opinion of such
other counsel shall be attached to and delivered with the opinion of such
counsel that is delivered to the Underwriters.
(g) The Master Servicer shall have furnished to the Underwriters
an opinion, dated the Closing Date, of counsel to the Master Servicer
(who may be an employee of the Master Servicer), to the effect that:
(i) The Master Servicer has been duly formed and is validly
existing as a limited partnership in good standing under the laws
of the State of [Texas];
(ii) The Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the Master Servicer;
28
(iii) No consent, approval, authorization or order of any
[California] or federal governmental agency or body or, to the
best knowledge of such counsel, any [California] or federal court
is required for the consummation by the Master Servicer of the
transactions contemplated by the terms of the Pooling and
Servicing Agreement except any such as may be required under the
"blue sky" or state securities laws of any jurisdiction in
connection with the offering, sale or acquisition of the
Certificates, any recordations of the assignment of the Mortgage
Loans evidenced by the Certificates to the Trustee (to the extent
such recordations are required pursuant to the Pooling and
Servicing Agreement) that have not yet been completed and any
approvals as have been obtained;
(iv) The consummation of any of the transactions
contemplated by the terms of the Pooling and Servicing Agreement
does not conflict with or result in a breach or violation of any
material term or provision of, or constitute a default under, the
certificate of limited partnership or the partnership agreement of
the Master Servicer, or, to the best knowledge of such counsel,
any agreement or instrument to which the Master Servicer is a
party or by which it is bound, any [California] or federal statute
or regulation applicable to the Master Servicer or, to the best
knowledge of such counsel, any order of any [California] or
federal court, regulatory body, administrative agency or
governmental body having jurisdiction over the Master Servicer;
and
(v) There are no legal or governmental actions,
investigations or proceedings pending to which the Master Servicer
is a party, or, to the best knowledge of such counsel, threatened
against the Master Servicer, (A) asserting
29
the invalidity of the Pooling and Servicing Agreement (B) which
might materially and adversely affect the performance by the
Master Servicer of its obligations under, or the validity or
enforceability of, the Pooling and Servicing Agreement. For
purposes of the foregoing, such counsel may state that it has not
regarded any legal or governmental actions, investigations or
proceedings to be "threatened" unless the potential litigant or
governmental authority has manifested to the legal department of
the Master Servicer a present intention to initiate such
proceedings.
(vi) Such opinion may express its reliance as to factual
matters on the representations and warranties made by, and on
certificates or other documents furnished by officers of, the
parties to the Pooling and Servicing Agreement. Such opinion may
assume the due authorization, execution and delivery of the
instruments and documents referred to therein by the parties
thereto other than the Master Servicer. Such opinion may be
qualified as an opinion only on the laws of the State of
[California] and the federal law of the United States. To the
extent that such counsel relies upon the opinion of other counsel
in rendering any portion of its opinion, the opinion of such other
counsel shall be attached to and delivered with the opinion of
such counsel that is delivered to the Underwriters.
(h) Each party, if any, providing credit enhancement to the
Certificates shall have furnished to the Underwriters an opinion, dated
the Closing Date, of its counsel, with respect to the Registration
Statement and the Prospectus, and such other related matters, in the
form previously agreed to by such provider and the Underwriters.
(i) The Underwriters shall have received from their counsel such
opinion or opinions, dated the Closing Date, with respect to the
issuance and sale of the Public
30
Certificates, the Registration Statement and the Prospectus, and such
other related matters as you may reasonably require.
(j) CWALT's independent accountants, __________________________,
shall have furnished to the Underwriters a letter or letters addressed
to the Underwriters and dated as of or prior to the date of first use of
the Prospectus Supplement in the form and reflecting the performance of
the procedures previously agreed to by CWALT and the Underwriters.
(k) Subsequent to the date hereof, there shall not have occurred
any change, or any development involving a prospective change, in or
affecting the business or properties of CWALT which in your reasonable
judgment materially impairs the investment quality of the Certificates
so as to make it impractical or inadvisable to proceed with the public
offering or the delivery of the Certificates as contemplated by the
Prospectus.
(l) The Public Certificates shall be rated not lower than the
required ratings set forth under the heading "Ratings" in the Prospectus
Supplement, such ratings shall not have been rescinded and no public
announcement shall have been made that any such required rating of the
Certificates has been placed under review (otherwise than for possible
upgrading).
(m) The Underwriters shall have received copies of any opinions of
counsel to CWALT supplied to the rating organizations relating to
certain matters with respect to the Certificates. Any such opinions
shall be dated the Closing Date and addressed to the Underwriters or
accompanied by reliance letters addressed to the Underwriters.
31
(n) All Classes of Certificates being publicly offered by the
Underwriters or privately placed by the Purchaser shall have been issued
and paid for pursuant to the terms of this Agreement and the Purchase
Agreement, respectively.
(o) The Trustee shall have furnished to the Underwriters an
opinion dated the Closing Date, of counsel to the Trustee (who may be an
employee of the Trustee), to the effect that:
(i) The Trustee has full corporate power and authority to
execute and deliver the Pooling and Servicing Agreement and to
perform its obligations thereunder and to execute, countersign and
deliver the Certificates.
(ii) The Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the Trustee.
(iii) In the event that the Master Servicer defaults in its
obligation to make Advances pursuant to the Pooling and Servicing
Agreement, the Trustee is not, as of the date hereof, prohibited
by any provision of its articles of incorporation or by-laws from
assuming, pursuant to the Pooling and Servicing Agreement, the
obligation to make such Advances.
(iv) The Pooling and Servicing Agreement is a legal, valid
and binding obligation of the Trustee, enforceable against the
Trustee in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship and similar laws affecting the rights of creditors
generally, and subject, as to enforceability, to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding at law or equity.
32
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to the Pooling and Servicing Agreement.
Such opinion may assume the due authorization, execution and delivery of the
instruments and documents referred to therein by the parties thereto other
than the Trustee or its affiliates. Such opinion may be qualified as an
opinion only on the laws of the State of New York and the federal law of the
United States. To the extent that such counsel relies upon the opinion of
other counsel in rendering any portion of its opinion, the opinion of such
other counsel shall be attached to and delivered with the opinion of such
counsel that is delivered to the Underwriters.
(p) CWALT shall have furnished to the Underwriters such further
information, certificates and documents as the Underwriters may
reasonably have requested, and all proceedings in connection with the
transactions contemplated by this Agreement and all documents incident
hereto shall be in all material respects reasonably satisfactory in form
and substance to the Underwriters and their counsel.
(q) The Indemnification Agreement shall have been executed and
delivered.
(r) The Underwriters shall have received an opinion as to certain
matters regarding the seller(s) other than [CHL] in form and substance
reasonably satisfactory to the Underwriters and their counsel.
(s) If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in
this Agreement, this Agreement and all obligations of an Underwriter
hereunder may be canceled at, or at any time prior to, the Closing Date
by such Underwriter. Notice of such cancellation shall be given to CWALT
in writing, or by telephone or telegraph confirmed in writing.
33
7. Termination. This Agreement shall be subject to termination in
your absolute discretion, by notice given to CWALT prior to delivery of and
payment for the Underwritten Public Certificates, if prior to such time (i)
trading in securities generally on the New York Stock Exchange shall have been
suspended or materially limited, (ii) a general moratorium on commercial
banking activities in [New York] shall have been declared by either Federal or
[New York] State authorities, or (iii) there shall have occurred any material
outbreak or escalation of hostilities or other calamity or crisis the effect
of which on the financial markets is such as to make it, in your judgment
after consultation with CWALT, impracticable to market the Public Certificates
on the terms specified in this Agreement.
8. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
CWALT and its officers and of each Underwriter set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or CWALT, and will
survive delivery of and payment for the Underwritten Public Certificates. The
provisions of Section 5(f) and Section 9 hereof shall survive the termination
or cancellation of this Agreement.
9. Reimbursement of Underwriter Expenses. If for any reason, other
than default by any Underwriter in its obligation to purchase the Underwritten
Public Certificates or termination by any Underwriter pursuant to Section 7
hereof, the Underwritten Public Certificates are not delivered by or on behalf
of CWALT as provided herein, CWALT will reimburse each Underwriter for all
out-of-pocket expenses of such Underwriter, including reasonable fees and
disbursements of its counsel, reasonably incurred by such Underwriter in
making preparations for the purchase, sale and delivery of the Underwritten
Public Certificates,
34
but CWALT shall then be under no further liability to any Underwriter with
respect to the Underwritten Public Certificates, except as provided in Section
5(f) hereof.
10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
and no other person will have any right or obligation hereunder.
11. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
12. Miscellaneous. Time shall be of the essence of this Agreement.
This Agreement supersedes all prior or contemporaneous agreements and
understandings relating to the subject matter hereof, other than the
Indemnification Agreement. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a writing signed by the
party against whom enforcement of such change, waiver, discharge or
termination is sought. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.
13. Notices. All communications hereunder shall be in writing and
effective only on receipt and, if sent to an Underwriter, shall be delivered
to the address specified on the signature page hereof; or if sent to CWALT,
shall be delivered to [4500 Park Granada, M.S. XX-000, Xxxxxxxxx, Xxxxxxxxxx
00000, attention of General Counsel].
* * *
35
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this Agreement and your acceptance shall represent a binding
agreement by and among CWALT and each Underwriter on ____________, 200_
relating to CWALT, Inc. Alternative Loan Trust 200_-__, Mortgage Pass-Through
Certificates, Series 200_-__.
Very truly yours,
CWALT, INC.
By:___________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted.
_________________________________
By:_________________________________
Name:
Title:
Address:
