EXHIBIT 99.5
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The Corridor Contract Administration Agreement.
CORRIDOR CONTRACT ADMINISTRATION AGREEMENT
This CORRIDOR CONTRACT ADMINISTRATION AGREEMENT, dated as of
January 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 COUNTRYWIDE HOME
LOANS, INC. ("Countrywide").
WHEREAS, Countrywide is a party to three interest rate corridor
agreements (the "Corridor Contracts") between Countrywide and Bear Xxxxxxx
Financial Products Inc. (the "Counterparty"), one with a Trade Date of January
10, 2006 and a reference number of FXNEC7787, one with a Trade Date of January
18, 2006 and a reference number of FXNEC7798 and one with a Trade Date of
January 20, 2006 and a reference number of FXNEC7804, copies of which are
attached to this Agreement at Exhibit A;
WHEREAS, Countrywide is conveying certain mortgage loans and other
related assets to a trust fund (the "Issuing Entity") created pursuant to a
Pooling and Servicing Agreement, dated as of January 1, 2006 (the "Pooling and
Servicing Agreement"), among Countrywide, 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 creation of the Issuing Entity, a
separate trust fund (the "Supplemental Interest Trust") will be created
pursuant to the Pooling and Servicing Agreement to hold the proceeds of the
Corridor Contract;
WHEREAS, simultaneously with the execution and delivery of this
Agreement, Countrywide is assigning all of its rights, and delegating all of
its duties and obligations (other than its obligation to pay the Fixed Amount
and any Fees, if applicable (as defined in the Corridor Contracts)), under
each Corridor Contract to the Corridor Contract Administrator, pursuant to an
assignment agreement, dated as of the date hereof (the "Assignment
Agreement"), among Countrywide, as assignor, the Corridor Contract
Administrator, as assignee, and the Counterparty;
WHEREAS, Countrywide desires that the payments received on the
Corridor Contracts be distributed to the Trustee, on behalf of the
Supplemental Interest Trust, to be applied for the purposes specified in the
Pooling and Servicing Agreement;
WHEREAS, Countrywide 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 Contracts to the Trustee, on behalf of the Supplemental Interest
Trust, 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, Class 1-A-4 and Class
1-A-7 Certificates.
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 Countrywide, the Trustee on behalf of the Supplemental Interest
Trust and the Holders of the Benefited Certificates and designated "The Bank
of New York for Countrywide Home Loans, Inc. and certain registered Holders of
CWALT, Inc., Mortgage Pass-Through Certificates, Series 2006-J1". Funds in the
Corridor Contract Account shall be held for the Trustee, on behalf of the
Supplemental Interest Trust, as set forth in this Agreement.
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.
2. Appointment of Corridor Contract Administrator.
Countrywide and the Trustee, on behalf of the Supplemental
Interest Trust, 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
Countrywide's rights under the Corridor Contract pursuant to the Assignment
Agreement. The Corridor Contract Administrator agrees to exercise the rights
referred to above for the benefit of the Trustee on behalf of the Supplemental
Interest Trust 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 the Trustee on behalf of the Supplemental Interest Trust, 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 the Trustee on behalf of the
Supplemental Interest Trust until withdrawn in accordance with Section 4. The
Corridor Contract Account shall be an "Eligible Account" as defined in the
Pooling and Servicing Agreement and, if the Issuing Entity 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 Issuing Entity not occurred.
Funds in the Corridor Contract Account shall remain uninvested.
The Corridor Contract Administrator shall give at least 30 days'
advance notice to Countrywide and the Trustee of any proposed change of
location of the Corridor Contract Account prior to any change thereof.
4. Distribution of Payments; Delivery of Notices.
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 amount to
the Trustee for deposit into the Corridor Contract Reserve Fund.
The Corridor Contract Administrator shall prepare and deliver any
notices required to be delivered under the Corridor Contracts.
5. 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).
6. 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 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 Countrywide 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 Countrywide and/or the Trustee,
the Corridor Contract Administrator may require reasonable
indemnity against such expense, or liability from
Countrywide 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) Countrywide 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 Countrywide 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 6(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(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(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.
7. 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 Countrywide 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 the Trustee on behalf of the Supplemental Interest Trust.
(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
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
Title: Senior Vice President
EXHIBIT A
CORRIDOR CONTRACTS
A-1
