EXHIBIT 99.2
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The Corridor Contract Administration Agreement
CORRIDOR CONTRACT ADMINISTRATION AGREEMENT
This CORRIDOR CONTRACT ADMINISTRATION AGREEMENT, dated as of March
30, 2006 (this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as Corridor
Contract Administrator (in such capacity, the "Corridor Contract
Administrator") and as Trustee under the Pooling and Servicing Agreement
referred to below (in such capacity, the "Trustee"), and CREDIT SUISSE
SECURITIES (USA) LLC ("Credit Suisse").
WHEREAS, Credit Suisse Management LLC, an affiliate of Credit
Suisse, is a party to three interest rate corridor agreements between Credit
Suisse Management LLC and Credit Suisse International (the "Counterparty"),
one with a Trade Date of February 15, 2006 and a reference number of
53106558N, one with a Trade Date of March 3, 2006 and a reference number of
53109611N3 and one with a Trade Date of March 22, 2006 and a reference number
of 53113176N, copies of which are attached to this Agreement at Exhibit A;
WHEREAS, a trust fund (the "Trust Fund") will be created pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and
Servicing Agreement"), among Countrywide Home Loans, Inc., 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, Credit Suisse Management LLC, an affiliate of Credit Suisse, is
assigning all of its rights, and delegating all of its duties and obligations
(other than its obligation to pay the Fixed Amounts and any Fees, if
applicable (as defined in the Corridor Contracts)), under the Corridor
Contracts to the Corridor Contract Administrator, pursuant to the novation
confirmations, dated as of the date hereof (the "Novation Confirmations"),
among Credit Suisse Management LLC, as assignor, the Corridor Contract
Administrator, as assignee, and the Counterparty;
WHEREAS, Credit Suisse desires that the Net Payments (as defined
below) on the Corridor Contract be distributed to the Trustee on behalf of the
Trust Fund to be applied for the purposes specified in the Pooling and
Servicing Agreement and that the Excess Payments (as defined below) on the
Corridor Contract be distributed to Credit Suisse;
WHEREAS, Credit Suisse and the Trustee desire to appoint the
Corridor Contract Administrator, and the Corridor Contract Administrator
desires to accept such appointment, to distribute funds received under the
Corridor Contract to the Trustee and to Credit Suisse as provided in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined in this
Agreement shall have the respective meanings assigned thereto in the Pooling
and Servicing Agreement.
Benefited Certificates: The Class 1-A-1 and Class 1-A-7
Certificates.
Calculation Period: With respect to a Corridor Contract and any
payment made under such Corridor Contract, the related "Calculation Period" as
defined in such Corridor Contract.
Controlling Party: As defined in Section 5.
Corridor Contract Account: The separate account created and
maintained by the Corridor Contract Administrator pursuant to Section 3 with a
depository institution in the name of the Corridor Contract Administrator for
the benefit of Credit Suisse and the Trustee on behalf of the Holders of the
Benefited Certificates and designated "The Bank of New York for Credit Suisse
Securities (USA) LLC and certain registered Holders of CWALT, Inc., Mortgage
Pass-Through Certificates, Series 2006-7CB". Funds in the Corridor Contract
Account shall be held for Credit Suisse and the Trustee on behalf of the
Holders of the Benefited Certificates as set forth in this Agreement.
Day Count Fraction: With respect to a Corridor Contract and any
Distribution Date, the "Floating Rate Day Count Fraction" specified for the
Calculation Period related to such Distribution Date in such Corridor
Contract.
Excess Payment: For any Distribution Date, (a) with respect to any
payment received by the Corridor Contract Administrator from the Counterparty
in respect of a Corridor Contract for such Distribution Date (other than any
payment in respect of an early termination of a Corridor Contract), an amount
equal to the excess, if any, of such payment over the Net Payment for such
Distribution Date and (b) with respect to any payment received by the Corridor
Contract Administrator from the Counterparty in respect of an early
termination of a Corridor Contract received during the period from and
including the immediately preceding Distribution Date to and excluding the day
immediately preceding the current Distribution Date, an amount equal to the
excess, if any, of such payment over the Net Payment in respect of such
payment. Notwithstanding the foregoing, in the event that the Class
Certificate Balance of the related Class of Benefited Certificates is reduced
to zero prior to the termination of such Corridor Contract, the Excess Payment
for any Distribution Date following the Distribution Date on which the Class
Certificate Balance of the related Class of Benefited Certificates is reduced
to zero shall be the entire payment received from the Counterparty.
LIBOR: With respect to a Corridor Contract, the "Floating Rate" as
defined in such Corridor Contract.
Net Payment: For any Distribution Date, (a) with respect to any
payment received by the Corridor Contract Administrator from the Counterparty
in respect of a Corridor Contract for such Distribution Date (other than any
payment in respect of an early termination of a Corridor Contract), an amount
equal to the product of (i) the excess, if any, of (x) LIBOR over (y) the
related Strike Rate, (ii) the lesser of (x) the related Notional Balance for
such Distribution Date and (y) the Class Certificate Balance of the related
Class of Benefited Certificates immediately prior to such Distribution Date
and (iii) the Day Count Fraction, and (b) with respect to any payment received
by the Corridor Contract Administrator from the Counterparty in respect of an
early termination of a Corridor Contract received during the period from and
including the immediately preceding Distribution Date to and excluding the day
immediately
preceding the current Distribution Date, an amount equal to the product of (i)
a fraction, the numerator of which is equal to the lesser of (x) the related
Notional Balance for the first Distribution Date on or after the early
termination of such Corridor Contract and (y) the Class Certificate Balance of
the related Class of Benefited Certificates immediately prior to the first
Distribution Date on or after the early termination of such Corridor Contract,
and the denominator of which is equal to the related Notional Balance for the
first Distribution Date on or after the early termination of such Corridor
Contract and (ii) the amount of such payment received in respect of such early
termination. Notwithstanding the foregoing, in the event that the related
Class of Benefited Certificates are retired prior to the termination of the
applicable Corridor Contract, the Net Payment for any Distribution Date
following the Distribution Date on which such Class of Benefited Certificates
are retired shall be $0.
Notional Balance: With respect to a Corridor Contract and any
Distribution Date, the "Notional Amount" specified for the Calculation Period
related to such Distribution Date in such Corridor Contract.
Responsible Officer: When used with respect to the Corridor Contract
Administrator, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Corridor 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.
Strike Rate: With respect to a Corridor Contract and any
Distribution Date, either the "Cap Rate" or "Cap Rate I", as applicable,
specified for the Calculation Period related to such Distribution Date in such
Corridor Contract.
2. Appointment of Corridor Contract Administrator.
Credit Suisse and the Trustee hereby appoint BNY to serve as Corridor
Contract Administrator pursuant to this Agreement. The Corridor Contract
Administrator accepts such appointment and acknowledges the transfer and
assignment to it of Credit Suisse Management LLC's, an affiliate of Credit
Suisse, rights under the Corridor Contracts pursuant to the Novation
Confirmations. The Corridor Contract Administrator agrees to exercise the
rights referred to above for the benefit of Credit Suisse and the Trustee on
behalf of the Trust Fund and to perform the duties set forth in this
Agreement.
3. Receipt of Funds; Corridor Contract Account.
The Corridor Contract Administrator hereby agrees to receive, on behalf
of Credit Suisse and the Trustee on behalf of the Trust Fund, all amounts paid
by the Counterparty under the Corridor Contracts. The Corridor Contract
Administrator shall establish and maintain a Corridor Contract Account into
which the Corridor Contract Administrator shall deposit or cause to be
deposited on the Business Day of receipt, all amounts payable by the
Counterparty under the Corridor Contracts. All funds deposited in the Corridor
Contract Account shall be held for the benefit of Credit Suisse and the
Trustee on behalf of the Holders of the Benefited Certificates until withdrawn
in accordance with this Section 3. The Corridor Contract Account shall be an
"Eligible Account" as defined in the Pooling and Servicing Agreement and, if
the Trust Fund is terminated pursuant to the Pooling and Servicing Agreement
prior to the termination of this Agreement, the Corridor Contract Account
shall be an account that would otherwise qualify as an "Eligible Account"
under the Pooling and Servicing Agreement had the termination of the Trust
Fund not occurred.
Funds in the Corridor Contract Account shall remain uninvested.
The Corridor Contract Administrator shall give at least 30 days' advance
notice to Credit Suisse and the Trustee of any proposed change of location of
the Corridor Contract Account prior to any change thereof.
4. Calculations; Distribution of Payments; Delivery of Notices.
The Corridor Contract Administrator hereby agrees to perform the
calculations necessary to distribute payments in accordance with this Section
4. The Corridor Contract Administrator shall perform such calculations based
on (x) the Class Certificate Balances of the Benefited Certificates provided
by the Trustee pursuant to the Pooling and Servicing Agreement and (y) the
Notional Balances, Day Count Fractions and values of LIBOR provided by the
Counterparty pursuant to the Corridor Contracts. The Corridor Contract
Administrator shall, absent manifest error, be entitled to rely on information
provided by the Trustee and the Counterparty.
On the Business Day of receipt of any payment from the Counterparty, the
Corridor Contract Administrator shall withdraw the amount of such payment from
the Corridor Contract Account and distribute such amounts sequentially, as
follows:
(a) first, to the Trustee for deposit into the Corridor Contract Reserve
Fund, the applicable Net Payment; and
(b) second, to Credit Suisse, the applicable Excess Payment, in
accordance with the following wiring instructions:
Citibank
ABA # 000000000
Acct# 30489038
ATTN: Xxxxx Xxxx/CWALT 06-7CB
The Corridor Contract Administrator shall prepare and deliver any notices
required to be delivered under the Corridor Contracts.
5. Control Rights.
The Controlling Party shall have the right to direct the Corridor
Contract Administrator with respect to the exercise of any right under each
Corridor Contract (such as the right to designate an Early Termination Date
following an Event of Default (each such term as defined in such Corridor
Contract). For purposes of this Agreement, the "Controlling Party" shall mean,
with respect to any Corridor Contract, (i) if the Class Certificate Balance of
the related Class of
Benefited Certificates immediately prior to the most recent Distribution Date
(or, prior to the first Distribution Date, the original Class Certificate
Balance) is equal to or greater than 50% of the Notional Balance of such
Corridor Contract as of such Distribution Date (or, prior to the first
Distribution Date, the original Notional Balance of such Corridor Contract),
the Trustee, and (ii) if the Class Certificate Balance of the related Class of
Benefited Certificates immediately prior to the most recent Distribution Date
(or, prior to the first Distribution Date, the original Class Certificate
Balance) is less than 50% of the Notional Balance of such Corridor Contract as
of such Distribution Date (or, prior to the first Distribution Date, the
original Notional Balance of such Corridor Contract), Credit Suisse.
6. Representations and Warranties of the Corridor Contract Administrator. The
Corridor 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 Corridor Contract Administrator under this
Agreement.
(b) The execution, delivery and performance of this Agreement by BNY as
Corridor Contract Administrator has been duly authorized by BNY.
(c) This Agreement has been duly executed and delivered by BNY as
Corridor 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 Corridor Contract Administrator.
(a) The Corridor 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
Corridor Contract Administrator from liability for its own grossly
negligent action, its own gross negligent failure to act or its own
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 Corridor Contract
Administrator shall be determined solely by the express
provisions of this Agreement, the Corridor Contract
Administrator shall not be liable, individually or as Corridor
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 Corridor Contract Administrator
and the Corridor 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 Corridor 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 Corridor Contract Administrator shall not be liable,
individually or as Corridor Contract Administrator, for an
error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Corridor Contract Administrator,
unless the Corridor Contract Administrator was grossly
negligent or acted in bad faith or with willful misfeasance;
and
(iii) the Corridor Contract Administrator shall not be liable,
individually or as Corridor 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
Corridor Contract Administrator under this Agreement.
(c) Except as otherwise provided in Sections 7(a) and 7(b):
(i) the Corridor 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 Corridor 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 Corridor Contract Administrator shall not be liable,
individually or as Corridor 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 Corridor 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 to do so
by Credit Suisse or the Trustee; provided, however, that if the
payment within a reasonable time to the Corridor 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 Corridor Contract Administrator not
reasonably assured to the Corridor Contract Administrator by
Credit Suisse and/or the Trustee, the Corridor Contract
Administrator may require reasonable indemnity against such
expense, or
liability from Credit Suisse and/or the Trustee, as the case
may be, as a condition to taking any such action; and
(v) the Corridor 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) Credit Suisse covenants and agrees to pay or reimburse the Corridor
Contract Administrator, upon its request, for all reasonable
expenses and disbursements incurred or made by the Corridor 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 Corridor
Contract Administrator and any director, officer, employee or agent
of the Corridor Contract Administrator shall be indemnified by
Credit Suisse and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to
this Agreement, or in connection with the performance of any of the
Corridor Contract Administrator's duties hereunder, other than any
loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of
the Corridor Contract Administrator's duties hereunder. Such
indemnity shall survive the termination of this Agreement or the
resignation of the Corridor Contract Administrator hereunder.
Notwithstanding anything to the contrary in this Section 7(a), any
expenses, disbursements, losses or liabilities of the Corridor
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 of the Certificateholders made to the Trustee as
contemplated by Section 8.02(a)(ix) of the Pooling and Servicing
Agreement and consequently made to the Corridor Contract
Administrator by the Trustee shall be payable by the Trustee out of
the security or indemnity provided by such Certificateholders
pursuant to Section 8.02(a)(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 Corridor Contract Administrator
hereunder and (ii) the Person that succeeds BNY as Trustee shall be
appointed as successor Corridor 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
Corridor 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.
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 Credit Suisse 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) This Agreement shall terminate upon the termination of the Corridor
Contracts and the disbursement by the Corridor Contract
Administrator of all funds received under the Corridor Contracts to
Credit Suisse and the Trustee on behalf of the Holders of the
Benefited Certificates.
(d) This Agreement may be amended, supplemented or modified in writing
by the parties hereto.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
[SIGNATURE PAGE FOLLOWS]
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 Corridor Contract Administrator
By:/s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK,
as Trustee
By:/s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
CREDIT SUISSE SECURITIES (USA) LLC
By:/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Director
EXHIBIT A
CORRIDOR CONTRACTS
A-1
