The Item 1115 Agreement
EXHIBIT
99.6
The
Item 1115 Agreement
Master
Item 1115 Agreement dated as of November 28, 2006 (this “Agreement”), among
COUNTRYWIDE HOME LOANS, INC., a New York corporation (“CHL”), CWABS, INC., a
Delaware corporation (“CWABS”), CWMBS, Inc., a Delaware corporation (“CWMBS”),
CWALT, Inc., a Delaware corporation (“CWALT”), CWHEQ, Inc., a Delaware
corporation (“CWHEQ”) and Credit Suisse International, as counterparty (the
“Counterparty”).
RECITALS
WHEREAS,
CWABS, CWMBS, CWALT and CWHEQ each have filed Registration Statements on Form
S-3 (each, a “Registration Statement”) with the Securities and Exchange
Commission (the “Commission”) for purposes of offering mortgage backed or
asset-backed notes and/or certificates (the “Securities”) through special
purpose vehicles (each, an “SPV”).
WHEREAS,
on the closing date (the “Closing Date”) of each Transaction referenced in any
supplement to this Agreement, any such supplement substantially in the form
attached hereto as Exhibit A hereto, the Counterparty and CHL or an underwriter
or dealer with respect to the Transaction, enter into certain derivative
agreements (each, a “Derivative Agreement”), including interest rate caps and
interest rate or currency swaps, for purposes of providing certain yield
enhancements that are assigned to the SPV or the related trustee on behalf
of
the SPV or a swap or corridor contract administrator (each, an
“Administrator”).
NOW,
THEREFORE, in consideration of the mutual agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereby agree as follows:
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Section
1.
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Definitions
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Business
Days: Any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in the State of New York are authorized or obligated by
law
or executive order to be closed.
Company
Information: As defined in Section 4(a)(i).
Company
Financial Information: As defined in Section 2(a)(ii).
Countrywide
Indemnified Party: As defined in Section 4(a).
Counterparty
Indemnified Party: As defined in Section 4(b).
Depositor: Means
CWABS, CWMBS, CWALT or CWHEQ with respect to the related Registration Statement
for which the entity of the registrant.
GAAP: As
defined in Section 3(a)(v).
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Exchange
Act: The Securities Exchange Act of 1934, as amended and the rules
and regulations promulgated thereunder.
Exchange
Act Reports: All Distribution Reports on Form 10-D, Current Reports
on Form 8-K and Annual Reports on Form 10-K that are to be filed with respect
to
the related SPV pursuant to the Exchange Act.
Indemnified
Party: As defined in Section 4(b).
Master
Agreement: The ISDA Master Agreement between the Counterparty and
SPV, or if no such Master Agreement exists, the ISDA Master Agreement assumed
to
apply to the Derivative Agreement pursuant to its terms.
Prospectus
Supplement: The prospectus supplement prepared in connection with the
public offering and sale of the related Securities and that is the most recent
disclosure available to investors at the time of pricing.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
Securities
Act: The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
Transaction:
A securities offering involving CWABS, CWMBS, CWALT or CWHEQ in which the
Counterparty provides a Derivative Agreement that acknowledges and incorporates
the terms of this Agreement in accordance with Section 5(b) hereof.
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Section
2.
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Information
to be Provided by or Actions of the Counterparty. The
Counterparty hereby covenants to perform the following with respect
to
each Transaction:
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(a)
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Prior
to printing the related Prospectus
Supplement,
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(i)
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the
Counterparty shall provide to the related Depositor such information
regarding the Counterparty, as a derivative instrument counterparty,
as is
reasonably requested by the related Depositor for the purpose of
compliance with Item 1115(a)(1) of Regulation AB. Such
information shall include:
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(A)
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the
Counterparty’s legal name (and any
d/b/a);
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(B)
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the
organizational form of the
Counterparty;
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(C)
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a
description of the general character of the business of the
Counterparty;
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(ii)
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if
requested by the related Depositor (after the aggregate “significance
percentage”, determined absent manifest error, of all derivative
instruments provided by Counterparty and any of its affiliates to
the SPV
is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more
in
respect of Item 1115(b)(2)) for the purpose of compliance with Item
1115(b) with respect to a Transaction, the Counterparty
shall:
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(A)
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provide
the financial data required by and which complies in all material
respects
with Item 1115(b)(1) or (b)(2) of Regulation AB (as applicable) with
respect to the Counterparty and any affiliated entities providing
derivative instruments to the SPV (the “Company Financial Information”),
in a form appropriate for use in the Prospectus Supplement and in
Microsoft Word or Microsoft Excel form;
and
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(B)
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if
applicable, cause its accountants to issue their consent to the filing
or
incorporation by reference of such financial statements in the
Registration Statement.
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(b)
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Following
the Closing Date and until the related Depositor takes the steps
necessary
to suspend its obligation to file Exchange Act Reports, with respect
to
the SPV, under Sections 13 and 15(d) of the Exchange Act with respect
to a
Transaction,
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(i)
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if
the Counterparty provided Company Financial Information to the related
Depositor for the Prospectus Supplement, within ten Business Days
of the
release of any updated financial data, the Counterparty shall (1)
provide
current Company Financial Information as required by and which complies
in
all material respects with Item 1115(b) of Regulation AB to the related
Depositor in Microsoft Word or Microsoft Excel form, and (2) if
applicable, cause its accountants to issue their consent to filing
or
incorporation by reference of such financial statements in the Exchange
Act Reports of the SPV; and
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(ii)
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if
the related Depositor requests Company Financial Information from
the
Counterparty (after the aggregate “significance percentage”, determined
absent manifest error, of all derivative instruments provided by
Counterparty and any of its affiliates to the SPV is 8.00% or more
in
respect of Item 1115(b)(1), or 18.00% or more in respect of Item
1115(b)(2)), for the purpose of compliance with Item 1115(b) of Regulation
AB following the Closing Date, the Counterparty shall upon ten Business
Days written notice either (A), (1) provide current Company Financial
Information as required by and which complies in all material respects
with Item 1115(b) of Regulation AB to the related Depositor in Microsoft
Word or Microsoft Excel form, (2) if applicable, cause its accountants
to
issue their consent to filing or incorporation by reference of such
financial statements in the Exchange Act Reports of the SPV and (3)
within
ten Business Days of the release of any updated financial data, provide
current Company Financial Information as required by and which complies
in
all material respects with Item 1115(b) of Regulation AB to the related
Depositor in Microsoft Word or Microsoft Excel form and if applicable,
cause its accountants to issue their consent to filing or incorporation
by
reference of such financial statements in the Exchange Act Reports
of the
SPV or (B) assign the Derivative Agreement or obtain a unconditional
guarantee of a parent company as provided in Section 2(c)
below.
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(c)
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If
the Counterparty has failed to deliver any information, report, or
accountants’ consent when and as required under Section 2(a) or (b), which
continues unremedied for the lesser of five Business Days after the
date
on which such information, report, or accountants’ consent was required to
be delivered and such period (as specified in a prior written notice
by
the applicable Depositor or SPV to the Counterparty) in which the
applicable Exchange Act Report for which such information is required
can
be timely filed (without taking into account any extensions permitted
to
be filed), then the Counterparty shall, at its own cost, within the
period
in which the applicable Exchange Act Report for which such information
is
required can be timely filed, either cause another entity to replace
the
Counterparty as party to the Derivative Agreement or obtain a full
and
unconditional guaranty of a parent company to honor the Counterparty’s
obligations under the Derivative Agreement; provided that, with respect
to
the guaranty of a parent company, if the financial information is
not
separately presented for the derivative counterparty then each of
the
requirements set forth in Rule 3-10(b) or 3-10(c) of Regulation S-X,
as
applicable, shall be satisfied, including with respect to the parent,
the
Counterparty and the financial statements of the parent (as though
the
Counterparty were the issuer of registered securities), in each case
to or
from, as applicable, an entity that (i) has signed an agreement with CHL
and the Depositors substantially in the form of this Agreement and
(ii)
has agreed to deliver any information, report, certification or
accountants’ consent when and as required under this Section 2 hereof, on
terms substantially similar to the Derivative
Agreement. Counterparty agrees that the related Derivative
Agreement shall provide that failure to take the actions provided
in this
Section 2(c) shall be an Additional Termination Event (as defined
in the
Master Agreement) as provided in the related Master Agreement for
each
Transaction.
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(d)
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In
the event that the Counterparty or the SPV has found a
replacement entity in accordance with Section 2(c), the Counterparty
shall
promptly reimburse the SPV for all reasonable incidental expenses
incurred
by the SPV, as such are incurred, in connection with the termination
of
the Counterparty as counterparty and the entry into a new Derivative
Agreement. The provisions of this paragraph shall not limit
whatever rights the SPV may have under other provisions of this Agreement
or otherwise, whether in equity or at law, such as an action for
damages,
specific performance or injunctive
relief.
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Section
3.
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Representations
and Warranties and Covenants of the
Counterparty.
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(a)
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The
Counterparty represents and warrants to the related Depositor, as
of the
date on which information is first provided to the related Depositor
under
Section 2(a)(ii), Section 2(b)(i) or Section 2(b)(ii)(A), that, except
as
disclosed in writing to the related Depositor prior to such
date:
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(i)
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If
applicable, the accountants who certify the financial statements
and
supporting schedules included in the Company Financial Information
(if
applicable) are independent registered public accountants as required
by
the Securities Act.
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(ii)
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If
applicable, the financial statements included in the Company Financial
Information present fairly the consolidated financial position of
the
Counterparty (or the entity that consolidates the Counterparty) and
its
consolidated subsidiaries as at the dates indicated and the consolidated
results of their operations and cash flows for the periods specified;
except as otherwise stated in the Company Financial Information,
said
financial statements have been prepared in conformity with generally
accepted accounting principles (“GAAP”) applied on a consistent basis; and
the supporting schedules included in the Company Financial Information
present fairly in accordance with GAAP the information required to
be
stated therein. The selected financial data and summary
financial information included in the Company Financial Information
present fairly the information shown therein and have been compiled
on a
basis consistent with that of the audited financial statements of
the
Counterparty.
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(iii)
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If
applicable, the Company Financial Information and other Company
Information included or incorporated by reference in the Registration
Statement (including through filing on an Exchange Act Report), at
the
time they were or hereafter are filed with the Commission, complied
in all
material respects with the requirements of Item 1115(b) of Regulation
AB
(in the case of the Company Financial Information) and, did not and
will
not contain an untrue statement of a material fact or omit to state
a
material fact required to be stated therein or necessary in order
to make
the statements therein, in the light of the circumstances under which
they
were made, not misleading.
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(b)
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If
applicable, the Counterparty represents and warrants to the related
Depositor, as of the date on which it has obtained a full and
unconditional guaranty of a parent company to honor Counterparties
obligations under the Derivative Agreement as a remedy to failing
to
deliver any information, report, or accountants’ consent when and as
required under Section 2(a) or (b), that the requirements of Rule
3-10(b)
or 3-10(c) of Regulation S-X, as applicable, have been satisfied
with
respect to the omission of the financial information of the Counterparty
(assuming the Counterparty is treated as the Issuer of the registered
security under Rule 3-10).
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Section
4.
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Indemnification;
Remedies
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(a)
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The
Counterparty shall indemnify CHL and the related Depositor, each
person
responsible for execution of a certification pursuant to Rule 13a-14(d)
or
Rule 15d-14(d) under the Exchange Act; each person who controls any
of
such parties (within the meaning of Section 15 of the Securities
Act and
Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing
(each,
a “Countrywide Indemnified Party”), and shall hold each of them harmless
from and against any losses, damages, penalties, fines, forfeitures,
legal
fees and expenses and related costs, judgments, and any other costs,
fees
and expenses that any of them may sustain arising out of or based
upon:
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(i)
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(A)
any untrue statement of a material fact contained or alleged to be
contained in any information, report, accountants’ consent or other
material provided in written or electronic form under Section 2(a)
or (b)
by or on behalf of the Counterparty (collectively, the “Company
Information”), or (B) the omission or alleged omission to state in
the Company Information a material fact required to be stated in
the
Company Information or necessary in order to make the statements
therein,
in the light of the circumstances under which they were made, not
misleading; or
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(ii)
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any
failure by the Counterparty to comply with Section 2; provided, however,
that notwithstanding anything to the contrary herein such indemnification
shall not cover any failure by the Counterparty to provide Company
Financial Information while the aggregate “significance percentage”, of
all derivative instruments provided by Counterparty and any of its
affiliates to the SPV is below 10.00% in respect of Item 1115(b)(1),
or
below 20.00% in respect of Item
1115(b)(2).
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In
the
case of any failure of performance described in clause (a)(ii) of this Section,
the Counterparty shall promptly reimburse the related Depositor and each Person
responsible for execution of a certification pursuant to Rule 13a-14(d) or
Rule
15d-14(d) under the Exchange Act with respect to the SPV, for all costs
reasonably incurred by each such party in order to obtain the information,
report, certification, accountants’ consent or other material not delivered as
required by the Counterparty.
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(b)
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The
Depositor shall indemnify the Counterparty, each of its officers
and
directors and each person who controls the Counterparty (within the
meaning of Section 15 of the Securities Act and Section 20 of the
Exchange
Act) (each, a “Counterparty Indemnified Party”; and each of the
Countrywide Indemnified Party and the Counterparty Indemnified Party
shall
be referred to as the “Indemnified Party”), and shall hold each of them
harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments,
and any
other costs, fees and expenses that any of them may sustain arising
out of
or based upon any untrue statement or alleged untrue statement of
any
material fact contained in the Prospectus Supplement or any free
writing
prospectus with respect to the related Securities or the omission
or
alleged omission to state a material fact necessary in order to make
the
statements therein not misleading; provided, however, that the indemnity
set forth in this Section 4(b) shall not apply insofar as such losses,
claims, expenses, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged
untrue
statement of any material fact contained in the Company Information
or the
omission or alleged omission to state in the Company Information
a
material fact necessary in order to make the statements therein not
misleading and/or (ii) a breach of the representations set forth
in
Sections 3(a) above.
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(c)
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Promptly
after the Indemnified Party receives notice of the commencement of
any
such action, the Indemnified Party will, if a claim in respect thereof
is
to be made pursuant to this Agreement, promptly notify the indemnifying
party in writing of the commencement thereof. In case any such
action is brought against the Indemnified Party, and it notifies
the
indemnifying party of the commencement thereof, the indemnifying
party
shall be entitled to appoint counsel of the indemnifying party’s choice at
the indemnifying party’s expense to represent the Indemnified Party in any
action for which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses
of any
separate counsel retained by the Indemnified Party except as set
forth
below); provided, however, that such counsel shall be reasonably
satisfactory to the Indemnified Party. Notwithstanding the
indemnifying party’s election to appoint counsel to represent the
Indemnified Party in an action, the Indemnified Party shall have
the right
to employ separate counsel (including local counsel), and the indemnifying
party shall bear the reasonable fees, costs and expenses of such
separate
counsel if (i) the use of counsel chosen by the indemnifying party
to
represent the Indemnified Party would present such counsel with a
conflict
of interest, (ii) the actual or potential defendants in, or targets
of,
any such action include both the Indemnified Party and the indemnifying
party, and the Indemnified Party shall have reasonably concluded
that
there may be legal defenses available to it that are different from
or
additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory
to the Indemnified Party to represent the Indemnified Party within
a
reasonable time after notice of the institution of such action or
(iv) the
indemnifying party shall authorize the Indemnified Party to employ
separate counsel at the expense of the indemnifying party. The
indemnifying party will not, without the prior written consent of
the
Indemnified Party, settle or compromise or consent to the entry of
any
judgment with respect to any pending or threatened claim, action,
suit or
proceeding in respect of which indemnification or contribution may
be
sought hereunder (whether or not the Indemnified Party is an actual
or
potential party to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each
Indemnified Party from all liability arising out of such claim, action,
suit or proceeding. In addition, for so long as the
indemnifying party is covering all costs and expenses of the Indemnified
Party as provided herein, no Indemnified Party will settle or compromise
or consent to the entry of any judgment with respect to any pending
or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder without the
consent of the indemnifying party, which consent shall not be unreasonably
withheld.
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(d)
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Nothing
in this agreement shall be construed to allow the Indemnified Party
to
recover punitive damages or consequential damages from the indemnifying
party.
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(e)
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Any
failure by the Counterparty to deliver any information, report,
accountants’ consent or other material when and in any case only as
required under Section 2(a) or (b) or any breach by the Counterparty
of a
representation or warranty set forth in Section 3 and made as of
a date
prior to the Closing Date, to the extent that such breach is not
cured by
the Closing Date (or in the case of information needed for purposes
of
printing the Prospectus Supplement, the date of printing of the Prospectus
Supplement), shall immediately and automatically, without notice
or grace
period, constitute an Additional Termination Event (as defined in
the
Master Agreement) with the Counterparty as the sole Affected Party
(as
defined in the Master Agreement) under the Derivative
Agreement. Following such termination, a termination payment
(if any) shall be payable by the applicable party as determined by
the
application of Section 6(e)(ii) of the Master Agreement, with Market
Quotation and Second Method being the applicable method for determining
the termination payment (notwithstanding anything in the Derivative
Agreement to the contrary).
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Section
5.
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Miscellaneous.
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(a)
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Company
Financial Information. Notwithstanding anything to the contrary
contained herein, if Regulation AB is amended, or the Commission
has
issued interpretive guidance uniformly applicable to registrants
of
Asset-Backed Securities allowing the presentation of the financial
information required by Item 1115 of Regulation AB with respect to
an
affiliate of the Counterparty (a “Permitted Entity”) rather than the
Counterparty and any affiliated entities providing derivatives to
the SPV,
"Company Financial Information" shall be deemed to refer to the financial
information of such Permitted Entity provided the Counterparty has
received written confirmation from CHL that no amendment to this
Agreement
is necessary. The parties shall reasonably cooperate with
respect to any amendments to this Agreement to reflect such amendment
or
interpretation.
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(b)
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Incorporation
by Reference. The Counterparty agrees that upon its consent the
terms of this Agreement shall be incorporated by reference into any
Derivative Agreement so that each SPV who is a beneficiary of a Derivative
Agreement shall be an express third party beneficiary of this
Agreement. For avoidance of doubt, any Transaction where the
Counterparty does not consent to the incorporation by reference of
this
Agreement shall not be governed by this
Agreement.
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(c)
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Construction. Throughout
this Agreement, as the context requires, (a) the singular tense and
number
includes the plural, and the plural tense and number includes the
singular; (b) the past tense includes the present, and the present
tense
includes the past; and (c) references to parties, sections, schedules,
and
exhibits mean the parties, sections, schedules, and exhibits of and
to
this Agreement. The section headings in this Agreement are inserted
only
as a matter of convenience, and in no way define, limit, extend,
or
interpret the scope of this Agreement or of any particular
section.
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(d)
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Assignment. None
of the parties may assign their rights under this Agreement without
the
prior written consent of the other parties. Subject to the foregoing,
this
Agreement shall be binding on and inure to the benefit of the parties
and
their respective successors and permitted
assigns.
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(e)
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No
Third-Party Benefits Except as Specified. None of the
provisions of this Agreement are intended to benefit, or to be enforceable
by, any third-party beneficiaries except the related SPV and any
trustee
of an SPV or any Administrator.
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(f)
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Governing
Law. This Agreement and, to the fullest extent permitted by applicable
law, all matters arising out of or related in any way to this Agreement
shall be governed by and construed in accordance with the internal
laws of
the State of New York without regard to the conflict of laws principles
thereof.
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(g)
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Waiver
of Trial By Jury. Insofar as is permitted by law, each party irrevocably
waives any and all rights to trial by jury in any legal proceeding
in
connection with this Agreement, and acknowledges that this waiver
is a
material inducement to the other party’s entering into this Agreement
hereunder.
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(h)
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(i)
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Amendment
and Waiver. This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto.
No waiver
of any provision of this Agreement or of any rights or obligations
of any
party under this Agreement shall be effective unless in writing and
signed
by the party or parties waiving compliance, and shall be effective
only in
the specific instance and for the specific purpose stated in that
writing.
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(j)
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Counterparts. This
Agreement may be executed in one or more counterparts, each of which
shall
be deemed an original, but all of which together shall constitute
one and
the same instrument.
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(k)
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Additional
Documents. Each party hereto agrees to execute any and all
further documents and writings and to perform such other actions
which may
be or become reasonably necessary or expedient to effectuate and
carry out
this Agreement.
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(l)
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Severability. Any
provision hereof which is prohibited or unenforceable shall be ineffective
only to the extent of such prohibition or unenforceability without
invalidating the remaining provisions
hereof.
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(m)
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Integration. This
Agreement contains the entire understanding of the parties with respect
to
the subject matter hereof. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings
with
respect to the subject matter hereof other than those expressly set
forth
or referred to herein. This Agreement supersedes all prior agreements
and
understandings between the parties with respect to its subject
matter.
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IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year
first above written.
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CWABS,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CWMBS,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CWALT,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CWHEQ,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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COUNTRYWIDE
HOME LOANS, INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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COUNTRYWIDE
HOME LOANS, INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CREDIT
SUISSE INTERNATIONAL
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By:
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/s/
Xxxxxx Xxxxxxxxx
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Name:
Xxxxxx Xxxxxxxxx
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Title:
Authorized Signatory
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By:
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/s/
Bik Xxxx Xxxxx
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Name:
Bik Xxxx Xxxxx
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Title:
Authorized Signatory
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12
EXHIBIT
A
[FORM
OF
SUPPLEMENT TO MASTER ITEM 1115 AGREEMENT]
This
supplement dated as of ____________, 20__ (this “Supplement”) to the Master Item
1115 Agreement dated as of November 28, 2006 (the “Master Agreement”), between
COUNTRYWIDE HOME LOANS, INC., a New York corporation (“CHL”), CWABS, INC., a
Delaware corporation (“CWABS”), CWMBS, Inc., a Delaware corporation (“CWMBS”),
CWALT, Inc., a Delaware corporation (“CWALT”), CWHEQ, Inc., a Delaware
corporation (“CWHEQ”) and Credit Suisse International, as counterparty (the
“Counterparty”) supplements and forms part of the Master
Agreement. Capitalized terms used but not defined herein shall have
the meanings set forth in the Master Agreement.
The
undersigned hereby acknowledge and agree that each of the following entities
shall be Transactions under the Master Agreement and that all of the terms
of
the Master Agreement shall apply to each:
1. [Transaction]
13
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year
first above written.
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CWABS,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CWMBS,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CWALT,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CWHEQ,
INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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COUNTRYWIDE
HOME LOANS, INC.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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14
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CREDIT
SUISSE INTERNATIONAL
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By:
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/s/
Xxxxxx Xxxxxxxxx
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Name:
Xxxxxx Xxxxxxxxx
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Title:
Authorized Signatory
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By:
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/s/
Bik Xxxx Xxxxx
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Name:
Bik Xxxx Xxxxx
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Title:
Authorized Signatory
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15
