EXHIBIT 99.4
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The Swap Contract Administration Agreement
SWAP CONTRACT ADMINISTRATION AGREEMENT
This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of
September 29, 2006 (this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as
Swap Contract Administrator (in such capacity, the "Swap Contract
Administrator") and not in its individual or corporate capacity but solely as
Trustee under the Pooling and Servicing Agreement referred to below (in such
capacity, the "Trustee"), and COUNTRYWIDE HOME LOANS, INC. ("CHL").
WHEREAS, CHL is a party to two interest rate swap
agreements, one between CHL and Barclays Bank PLC ("Barclays" and, the "Class
2-A-2A Swap Counterparty"), with a Trade Date of September 25, 2006 (the
"Class 2-A-2A Swap Contract") and one between CHL and Xxxxxx Brothers Special
Financing Inc. ("Xxxxxx" and, the "Certificate Swap Counterparty" and together
with Barclays, the "Counterparties" and each a "Counterparty"), with a Trade
Date of September 25, 2006 and a Global ID of 2676695 (the "Certificate Swap
Contract" and together with the Class 2-A-2A Swap Contract, the "Swap
Contracts" and each, a "Swap Contract"), copies of which are attached to this
Agreement at Exhibit A;
WHEREAS, CWALT, Inc. is conveying certain mortgage loans and
other related assets to a trust fund, CWALT, Inc. Alternative Loan Trust
0000-XX0 (xxx "Xxxxx Xxxx") created pursuant to a Pooling and Servicing
Agreement, dated as of September 1, 2006 (the "Pooling and Servicing
Agreement"), among CWALT, Inc., as depositor, CHL, as a seller, Park Granada
LLC, as a seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller,
Countrywide Home Loans Servicing LP, as master servicer (the "Master
Servicer"), and the Trustee;
WHEREAS, simultaneously with the execution and delivery of
this Agreement, CHL is assigning all of its rights, and delegating all of its
duties and obligations (other than, with respect to the Certificate Swap
Contract, its right to receive any Additional Payment (as defined in the
Certificate Swap Contract)), under the Swap Contracts to the Swap Contract
Administrator, pursuant to an assignment agreement dated as of the date hereof
(the "Class 2-A-2A Assignment Agreement") among CHL, as assignor, the Swap
Contract Administrator, as assignee, and Barclays and the assignment
agreement, dated as of the date hereof (the "Certificate Assignment Agreement"
and together with the Class 2-A-2A Assignment Agreement, the "Assignment
Agreements"), among CHL, as assignor, the Swap Contract Administrator, as
assignee, and Xxxxxx;
WHEREAS, the parties hereto desire that the Trustee make
remittances to the Swap Contract Administrator as contemplated by and to the
extent provided in the Pooling and Servicing Agreement to cover payments due
to each Counterparty under the Swap Contracts;
WHEREAS, CHL desires that the Net Payments (as defined
below) payable by the Certificate Swap Counterparty on the Certificate Swap
Contract and the payments from the Class 2-A-2A Swap Counterparty pursuant to
the Class 2-A-2A Swap Contract be distributed to the Trustee under the Pooling
and Servicing Agreement to be applied for the purposes specified in the
Pooling and Servicing Agreement and that the Excess Payments (as defined
below) on the Certificate Swap Contract be distributed to CHL;
WHEREAS, CHL and the Trustee desire to appoint the Swap
Contract Administrator, and the Swap Contract Administrator desires to accept
such appointment, to distribute funds received under the Swap Contracts to the
Trustee and to CHL as provided in this Agreement, and, in the case of a NIM
Issuance, to distribute Excess Payments in accordance with the related Swap
Excess Assignment Agreement (each as defined below).
NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree
as follows:
1. Definitions. Capitalized terms used but not otherwise defined in this
Agreement shall have the respective meanings assigned thereto in the Pooling
and Servicing Agreement.
Benefited Certificates: With respect to the Class 2-A-2A
Swap Contract, the Class 2-A-2A Certificates and with respect to the
Certificate Swap Contract, the LIBOR Certificates.
Certificate Swap Administration Account: The separate
account created and maintained by the Swap Contract Administrator pursuant to
Section 3 with a depository institution in the name of the Swap Contract
Administrator for the benefit of the Certificate Swap Counterparty, CHL and
the Trustee on behalf of the Holders of the related Classes of Benefited
Certificates and designated "The Bank of New York for Countrywide Home Loans,
Inc., Xxxxxx Brothers Special Financing Inc. and certain registered Holders of
CWALT, Inc., Mortgage Pass-Through Certificates, Series 2006-OC8". Funds in
the Certificate Swap Administration Account shall be held for Xxxxxx Brothers
Special Financing Inc., CHL and the Trustee on behalf of the Holders of the
related Classes of Benefited Certificates as set forth in this Agreement.
Class 2-A-2A Swap Administration Account: The separate
account created and maintained by the Swap Contract Administrator pursuant to
Section 3 with a depository institution in the name of the Swap Contract
Administrator for the benefit of the Class 2-A-2A Swap Counterparty and the
Trustee on behalf of the Holders of the related Classes of Benefited
Certificates and designated "The Bank of New York for Barclays Bank PLC and
certain registered Holders of CWALT, Inc., Mortgage Pass-Through Certificates,
Series 2006-OC8". Funds in the Class 2-A-2A Swap Administration Account shall
be held for Barclays and the Trustee on behalf of the Holders of the related
Classes of Benefited Certificates as set forth in this Agreement.
Excess Payment: For any Distribution Date on or prior to the
Certificate Swap Contract Termination Date and as to which the Certificate
Swap Contract or a replacement swap contract is in effect, an amount equal to
the excess, if any, of (i) the Net Swap Payment (as defined in the Pooling and
Servicing Agreement) received by the Swap Contract Administrator from the
Certificate Swap Counterparty with respect to such Distribution Date over (ii)
the Net Payment for such Distribution Date. For any Distribution Date on or
prior to the Certificate Swap Contract Termination Date but only if neither
the Certificate Swap Contract nor a replacement swap contract is in effect,
zero. For any Distribution Date after the Certificate Swap
Contract Termination Date, an amount equal to all remaining funds on deposit
in the Certificate Swap Administration Account.
Indenture Trustee: With respect to a NIM Issuance (if any),
the indenture trustee under the indenture pursuant to which the notes related
to such NIM Issuance are issued.
ISDA Credit Support Annex: An ISDA Credit Support Annex
negotiated and established as provided in Section 5.
Net Payment: With respect to any Distribution Date on or
prior to the Certificate Swap Contract Termination Date, an amount equal to
the sum of (i) any Current Interest and Interest Carry Forward Amounts in
respect of the related classes of Benefited Certificates, (ii) any Net Rate
Carryover in respect of the related classes of Benefited Certificates, (iii)
any Unpaid Realized Loss Amounts in respect of the related classes of
Benefited Certificates and (iv) any remaining Overcollateralization Deficiency
Amount, in each case remaining unpaid following the distribution to the
related classes of Benefited Certificates of Excess Cashflow pursuant to
Section 4.02(c)(i) through (iv) of the Pooling and Servicing Agreement. With
respect to any Distribution Date after the Certificate Swap Contract
Termination Date, zero.
NIM Issuance: An issuance by a NIM Trust, on or after the
date hereof, of asset-backed notes secured by the Class C Certificates and/or
Class P Certificates.
NIM Trust: A Delaware statutory trust or other
special-purpose entity that is the issuer of the securities issued in
connection with a NIM Issuance (if any).
Responsible Officer: When used with respect to the Swap
Contract Administrator, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Swap Contract Administrator customarily performing functions similar to
those performed by any of the above designated officers and also to whom, with
respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
Swap Administration Account: The Certificate Swap
Administration Account or the Class 2-A-2A Swap Administration Account, as
applicable.
Swap Excess Assignment Agreement: With respect to a NIM
Issuance (if any), an agreement executed on or after the date hereof by CHL,
the related NIM Trust and the Swap Contract Administrator (in form and
substance reasonably satisfactory to the Swap Contract Administrator),
pursuant to which rights to receive certain portions of Excess Payments shall
be assigned to such NIM Trust and pursuant to which the Swap Contract
Administrator shall agree to distribute Excess Payments to the related
Indenture Trustee and CHL (in accordance with the terms of such agreement).
2. Appointment of Swap Contract Administrator.
CHL and the Trustee hereby appoint BNY to serve as Swap Contract
Administrator pursuant to this Agreement and pursuant to the related Swap
Excess Assignment Agreement (if any). The Swap Contract Administrator accepts
such appointment and acknowledges the
transfer and assignment to it of CHL's rights and obligations under each Swap
Contract pursuant to the Assignment Agreements. The Swap Contract
Administrator agrees to exercise the rights referred to above for the benefit
of CHL, the Trustee and the Counterparties and to perform the duties set forth
in this Agreement. In the event of a NIM Issuance, the Swap Contract
Administrator further agrees to perform the duties set forth in the related
Swap Excess Assignment Agreement for the benefit of CHL, the related NIM Trust
and the related Indenture Trustee.
3. Receipt of Funds; Swap Administration Accounts.
The Swap Contract Administrator hereby agrees to receive (i) on
behalf of CHL and the Trustee, all amounts paid by the Certificate Swap
Counterparty under the Certificate Swap Contract and all amounts paid by the
Class 2-A-2A Swap Counterparty under the Class 2-A-2A Swap Contract and (ii)
on behalf of the Class 2-A-2A Swap Counterparty and the Certificate Swap
Counterparty, all amounts remitted by the Trustee pursuant to the Pooling and
Servicing Agreement for payment to the respective Counterparty.
The Swap Contract Administrator shall establish and maintain a
Certificate Swap Administration Account into which the Swap Contract
Administrator shall deposit or cause to be deposited on the Business Day of
receipt, (x) all amounts remitted by the Trustee for payment to the
Certificate Swap Counterparty pursuant to the Certificate Swap Contract and
(y) all amounts payable by the Certificate Swap Counterparty under the
Certificate Swap Contract. All funds deposited in the Certificate Swap
Administration Account shall be held for the benefit of the Certificate Swap
Counterparty, CHL and the Trustee on behalf of the Holders of the related
Classes of Benefited Certificates until withdrawn in accordance with Section
4.
The Swap Contract Administrator shall establish and maintain a Class
2-A-2A Swap Administration Account into which the Swap Contract Administrator
shall deposit or cause to be deposited on the Business Day of receipt, (x) all
amounts remitted by the Trustee for payment to the Class 2-A-2A Swap
Counterparty pursuant to the Class 2-A-2A Swap Contract and (y) all amounts
payable by the Class 2-A-2A Swap Counterparty under the Class 2-A-2A Swap
Contract. All funds deposited in the Class 2-A-2A Swap Administration Account
shall be held for the benefit of the Class 2-A-2A Swap Counterparty and the
Trustee on behalf of the Holders of the related Class of Benefited
Certificates until withdrawn in accordance with Section 4.
Each Swap Administration Account shall be an "Eligible Account" as
defined in the Pooling and Servicing Agreement. Funds in the Swap
Administration Accounts shall remain uninvested.
The Swap Contract Administrator shall give at least 30 days advance
notice to the applicable Counterparty, CHL (in the case of the Certificate
Swap Administration Account) and the Trustee of any proposed change of
location of a Swap Administration Account prior to any change thereof.
4. Calculations; Distribution of Payments; Delivery of Notices.
The Swap Contract Administrator hereby agrees to make payments based
on the information provided by the Trustee and the Class 2-A-2A Swap
Counterparty or the Certificate
Swap Counterparty, as applicable, and the Swap Contract Administrator shall,
absent manifest error, be entitled to rely on information provided by the
Trustee, the Class 2-A-2A Swap Counterparty and the Certificate Swap
Counterparty.
(i) On the Business Day of receipt of any payment from the Class
2-A-2A Swap Counterparty, the Swap Contract Administrator shall withdraw the
amount of such payment from the Class 2-A-2A Swap Administration Account and
distribute such payment to the Trustee for deposit into the Class 2-A-2A Swap
Account.
(ii) On the Business Day of receipt of any payment from the
Certificate Swap Counterparty, the Swap Contract Administrator shall withdraw
the amount of such payment from the Certificate Swap Administration Account
and distribute such amount sequentially, as follows:
(a) first, to the Trustee for deposit into the Certificate Swap
Account, the applicable Net Payment; and
(b) second, to CHL, the applicable Excess Payment, in accordance
with the following wiring instructions:
Bank: Bank of New York
Account Name: Countrywide Home Loans
Account No: 8900038632
ABA No: 000000000
REF: CWALT 2006-OC8 X'S SwapPyt
On the Business Day of receipt of any payment from the Trustee for
payment to a Counterparty, the Swap Contract Administrator shall withdraw the
amount of such payment from the applicable Swap Administration Account and
distribute such amounts to the respective Counterparty in accordance with the
wiring instructions specified in the Assignment Agreements.
The Swap Contract Administrator shall prepare and deliver any notices
required to be delivered under the Swap Contracts.
On the Business Day of receipt of any notices, information or reports
received by the Swap Contract Administrator from a Counterparty, the Swap
Contract Administrator shall provide the same to the Trustee, including
without limitation information regarding any Net Swap Payment or Swap
Termination Payment that will be payable by the Swap Contract Administrator to
such Counterparty with respect to the next Distribution Date.
5. Control Rights; Credit Support Annex; Replacement Swap Contract.
The Trustee shall have the right to direct the Swap Contract
Administrator with respect to the exercise of any right under a Swap Contract
(such as the right to designate an Early Termination Date following an Event
of Default (each such term as defined in each Swap Contract).
Upon the Swap Contract Administrator obtaining actual knowledge of
the rating of a Counterparty falling below the Approved Rating Thresholds (as
defined in the applicable Swap Contract) or upon the Swap Contract
Administrator obtaining actual knowledge of a Ratings Event (as defined in the
applicable Swap Contract), the Swap Contract Administrator, at the direction
of the Trustee, shall demand payment of the Delivery Amount from the
applicable Counterparty, (as defined in the applicable ISDA Credit Support
Annex) on each Valuation Date (as defined in the applicable ISDA Credit
Support Annex) and perform its other obligations in accordance with the
applicable ISDA Credit Support Annex or (ii) take such other action required
under the applicable Swap Contract. If a Delivery Amount is demanded, the Swap
Contract Administrator shall establish an account to hold cash or other
eligible investments pledged under such ISDA Credit Support Annex. Any such
account shall be an "Eligible Account" as defined in the Pooling and Servicing
Agreement. Any cash or other eligible investments pledged under an ISDA Credit
Support Annex shall not be part of any Swap Administration Account unless they
are applied in accordance with such ISDA Credit Support Annex to make a
payment due to the Swap Contract Administrator pursuant to the applicable Swap
Contract.
In the event that the Certificate Swap Contract is terminated, CHL
shall assist the Swap Contract Administrator in procuring a replacement swap
contract with terms approximating those of the original Certificate Swap
Contract.
In the event that a Swap Contract is terminated and the Swap Contract
Administrator enters into a replacement swap contract procured by CHL or the
applicable Counterparty, the Swap Contract Administrator shall continue to
serve as Swap Contract Administrator pursuant to the terms hereof. Any Swap
Termination Payment received from the applicable Swap Counterparty shall be
used to pay any upfront amount required under any replacement swap contract,
and any excess shall be distributed to CHL. In the event that a replacement
swap contract cannot be procured, any Swap Termination Payment received from
the applicable Swap Counterparty in respect of the termination of the original
Swap Contract shall be held in the related Swap Administration Account and
distributed as provided in Section 4. In the event that a replacement swap is
procured and the replacement counterparty pays an upfront amount to the Swap
Contract Administrator in connection with the execution of such replacement
swap contract, the Swap Contract Administrator shall use such upfront amount
to pay any remaining Swap Termination Payment due to the applicable Swap
Counterparty in respect of the original Swap Contract, and shall remit to the
Trustee the remaining portion of such upfront amount (based on information
provided by the Trustee) to be included in (i) with respect to the Certificate
Swap Contract, Interest Funds for Loan Group 1 and Loan Group 2 and the
Principal Distribution Amount for Loan Group 1 and Loan Group 2 for the
following Distribution Date to the extent that a Swap Termination Payment was
payable to the Certificate Swap Counterparty in connection with the
termination of the original Certificate Swap Contract and Interest Funds for
Loan Group 1 and Loan Group 2 and the Principal Distribution Amount for Loan
Group 1 and Loan Group 2 for one or more preceding Distribution Dates were
used to cover such Swap Termination Payment or (ii) with respect to the Class
2-A-2A Swap Contract, Interest Funds for Loan Group 2 and the Principal
Distribution Amount for Loan Group 2 for the following Distribution Date to
the extent that a Swap Termination Payment was payable to the Class 2-A-2A
Swap Counterparty in connection with the termination of the original Class
2-A-2A Swap Contract and Interest Funds for Loan Group 2 and the Principal
Distribution Amount for Loan
Group 2 for one or more preceding Distribution Dates were used to cover such
Swap Termination Payment, as applicable.
Any upfront amount paid by a replacement counterparty that is not (x)
used by the Swap Contract Administrator to cover any remaining Swap
Termination Payment payable to the applicable Swap Counterparty in respect of
the original Swap Contract or (y) remitted by the Swap Contract Administrator
to the Trustee to be included in the Interest Funds and Principal Distribution
Amount as described in the preceding paragraph, shall be distributed to CHL.
6. Representations and Warranties of the Swap Contract Administrator.
The Swap Contract Administrator represents and warrants as follows:
(a) BNY is duly organized and validly existing as a banking
corporation under the laws of the State of New York and has
all requisite power and authority to execute and deliver
this Agreement and to perform its obligations as Swap
Contract Administrator under this Agreement.
(b) The execution, delivery and performance of this Agreement by
BNY as Swap Contract Administrator has been duly authorized
by BNY.
(c) This Agreement has been duly executed and delivered by BNY
as Swap Contract Administrator and is enforceable against
BNY in accordance with its terms, except as enforceability
may be affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a
proceeding in equity or at law).
7. Certain Matters Concerning the Swap Contract Administrator.
(a) The Swap Contract Administrator shall undertake to perform
such duties and only such duties as are specifically set
forth in this Agreement.
(b) No provision of this Agreement shall be construed to relieve
the Swap Contract Administrator from liability for its own
grossly negligent action, its own grossly negligent failure
to act or its own willful misconduct, its grossly negligent
failure to perform its obligations in compliance with this
Agreement, or any liability that would be imposed by reason
of its willful misfeasance or bad faith; provided that:
(i) the duties and obligations of the Swap Contract
Administrator shall be determined solely by the
express provisions of this Agreement, the Swap
Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, except
for the performance of such duties and obligations as
are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into
this Agreement against the Swap Contract Administrator
and the Swap Contract Administrator may conclusively
rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Swap
Contract Administrator and conforming to the
requirements of
this Agreement that it reasonably believed in good
faith to be genuine and to have been duly executed by
the proper authorities respecting any matters arising
hereunder;
(ii) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, for an
error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Swap Contract
Administrator, unless the Swap Contract Administrator
was grossly negligent or acted in bad faith or with
willful misfeasance; and
(iii) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, with
respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the
direction of the Controlling Party, or exercising any
power conferred upon the Swap Contract Administrator
under this Agreement.
(c) Except as otherwise provided in Sections 7(a) and 7(b):
(i) the Swap Contract Administrator may request and rely
upon and shall be protected in acting or refraining
from acting upon any resolution, officer's
certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine
and to have been signed or presented by the proper
party or parties;
(ii) the Swap Contract Administrator may consult with
counsel and any opinion of counsel shall be full and
complete authorization and protection in respect of
any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such
opinion of counsel;
(iii) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, for
any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it
by this Agreement;
(iv) the Swap Contract Administrator shall not be bound to
make any investigation into the facts or matters
stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document,
unless requested in writing so to do by the Class
2-A-2A Swap Counterparty, the Certificate Swap
Counterparty, CHL or the Trustee; provided, however,
that if the payment within a reasonable time to the
Swap Contract Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Swap
Contract Administrator not reasonably assured to the
Swap Contract Administrator by the Class 2-A-2A Swap
Counterparty, the Certificate Swap Counterparty, CHL
and/or the Trustee, the Swap Contract Administrator
may require reasonable
indemnity against such expense, or liability from the
Class 2-A-2A Swap Counterparty, the Certificate Swap
Counterparty, CHL and/or the Trustee, as the case may
be, as a condition to taking any such action; and
(v) the Swap Contract Administrator shall not be required
to expend its own funds or otherwise incur any
financial liability in the performance of any of its
duties hereunder if it shall have reasonable grounds
for believing that repayment of such funds or adequate
indemnity against such liability is not assured to it.
(d) CHL covenants and agrees to pay or reimburse the Swap
Contract Administrator, upon its request, for all reasonable
expenses and disbursements incurred or made by the Swap
Contract Administrator in accordance with any of the
provisions of this Agreement except any such expense or
disbursement as may arise from its negligence, bad faith or
willful misconduct. The Swap Contract Administrator and any
director, officer, employee or agent of the Swap Contract
Administrator shall be indemnified by CHL and held harmless
against any loss, liability or expense incurred in
connection with any legal action relating to this Agreement,
the Swap Contracts or the Assignment Agreements, or in
connection with the performance of any of the Swap Contract
Administrator's duties hereunder or thereunder, other than
any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of
any of the Swap Contract Administrator's duties hereunder or
thereunder. Such indemnity shall survive the termination of
this Agreement or the resignation of the Swap Contract
Administrator hereunder and under the Swap Contracts and the
Assignment Agreements. Notwithstanding anything to the
contrary in this Section 7(a), any expenses, disbursements,
losses or liabilities of the Swap Contract Administrator or
any director, officer, employee or agent thereof that are
made or incurred as a result of any request, order or
direction of any NIM Insurer or any of the
Certificateholders made to the Trustee as contemplated by
Section 8.02(ix) of the Pooling and Servicing Agreement and
consequently made to the Swap Contract Administrator by the
Trustee shall be payable by the Trustee out of the security
or indemnity provided by any NIM Insurer or such
Certificateholders pursuant to Section 8.02(ix) of the
Pooling and Servicing Agreement.
(e) Upon the resignation of BNY as Trustee in accordance with
the Pooling and Servicing Agreement, (i) BNY shall resign
and be discharged from its duties as Swap Contract
Administrator hereunder and (ii) the Person that succeeds
BNY as Trustee shall be appointed as successor Swap Contract
Administrator hereunder upon its execution, acknowledgement
and delivery of the instrument accepting such appointment in
accordance with Section 8.08 of the Pooling and Servicing
Agreement, whereupon the duties of the Swap Contract
Administrator hereunder shall pass to such Person. In
addition, upon the appointment of a successor Trustee under
the Pooling and Servicing Agreement, such successor Trustee
shall succeed to the rights of the Trustee hereunder.
(f) In the event of a NIM Issuance, nothing in this Section 7
shall limit or otherwise modify or affect the rights, duties
or obligations of the Swap Contract Administrator under the
related Swap Excess Assignment Agreement.
8. Miscellaneous.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(b) Each of BNY and CHL hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceedings arising out
of or relating to this Agreement.
(c) The Class 2-A-2A Swap Counterparty and the Certificate Swap
Counterparty shall be express third party beneficiaries of
this Agreement for the purpose of enforcing the provisions
hereof to the extent of each Counterparty's rights
explicitly specified herein as if a party hereto.
(d) This Agreement shall terminate upon the termination of the
Swap Contracts and the disbursement by the Swap Contract
Administrator of all funds received under the Swap Contracts
to CHL and the Trustee on behalf of the Holders of the
Benefited Certificates.
(e) This Agreement may be amended, supplemented or modified in
writing by the parties hereto, provided that no amendment
shall adversely affect in any material respect the
Counterparty without the prior written consent of the
Counterparty, which consent shall not be unreasonably
withheld.
(f) This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all such
counterparts taken together shall be deemed to constitute
one and the same instrument.
(g) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other
jurisdiction.
(h) The representations and warranties made by the parties to
this Agreement shall survive the execution and delivery of
this Agreement. No act or omission on the part of any party
hereto shall constitute a waiver of any such representation
or warranty.
(i) The article and section headings in this Agreement are for
convenience of reference only, and shall not limit or
otherwise affect the meaning of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed and delivered as of the day and year first above written.
THE BANK OF NEW YORK,
as Swap Contract Administrator
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Assistant Treasurer
THE BANK OF NEW YORK,
not in its individual or corporate capacity
but solely as Trustee
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Assistant Treasurer
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
Title: Senior Vice President
EXHIBIT A
SWAP CONTRACTS
A-1
