0000950129-04-009372 Sample Contracts

TERMINATION AND REPLACEMENT AGREEMENT
Termination and Replacement Agreement • November 24th, 2004 • Countrywide Financial Corp • Mortgage bankers & loan correspondents • New York

TERMINATION AND REPLACEMENT AGREEMENT (this “TR Agreement”) dated as of November 19, 2004, among Countrywide Home Loans, Inc. (the “Borrower”), Countrywide Financial Corporation, the financial institutions listed in Annex I hereto under the captions “Continuing Lenders” (the “Continuing Lenders”) and “Additional Lenders” (the “Additional Lenders”, and together with the Continuing Lenders, the “Lenders”), Commerzbank AG, New York and Grand Cayman Branches and Societe Generale, as Documentation Agents (in such capacity, the “Documentation Agents”), BNP Paribas, as Syndication Agent (in such capacity, the “Syndication Agent”), Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), and Royal Bank of Canada, as Managing Administrative Agent (the “Managing Administrative Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the New Credit Agreement (as defined below).

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