EX-99.2 4 efc7-1199_6148772ex992.txt EXHIBIT 99.2 [LOGO OMITTED] BEAR STEARNS BEAR STEARNS FINANCIAL PRODUCTS INC. 383 MADISON AVENUE NEW YORK, NEW YORK 10179 212-272-4009 DATE: March 29, 2007 TO: Countrywide Home Loans, Inc. ATTENTION: Mr. Jeff Staab TELEPHONE: 1-818-225-3279 FACSIMILE: 1-818-225-4010 FROM: Derivatives Documentation TELEPHONE: 212-272-2711 FACSIMILE: 212-272-9857 SUBJECT: Mortgage Derivatives Confirmation and Agreement REFERENCE NUMBER: FXCWL073 The purpose of this letter agreement ("Agreement") is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (the " Transaction") between Bear Stearns Financial Products Inc. ("Bear Stearns") and Countrywide Home Loans, Inc. ("Counterparty") Reference is hereby made under the Pooling and Servicing Agreement dated as of March 1, 2007 among CWABS, Inc. as depositor, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans, Inc. as a seller, Countrywide Home Loans Servicing LP, as master servicer, The Bank of New York, as trustee, and The Bank of New York Trust Company, N.A., as co-trustee (the "Pooling and Servicing Agreement"), This letter agreement constitutes the sole and complete "Confirmation," as referred to in the "ISDA Master Agreement" (as defined below), as well as a "Schedule" as referred to in the ISDA Master Agreement. (1) This Confirmation is subject to the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). Any reference to a "Swap Transaction" in the Definitions is deemed to be a reference to a "Transaction" for purposes of this Agreement, and any reference to a "Transaction" in this Agreement is deemed to be a reference to a "Swap Transaction" for purposes of the Definitions. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Master Agreement (Multicurrency - Cross Border) as published and copyrighted in 1992 by the International Swaps and Derivatives Association, Inc. (the "ISDA Master Agreement"), as if Bear Stearns and Counterparty had executed an agreement in such form on the date hereof, with a Schedule as set forth in Item 4 of this Confirmation (the "Schedule"), and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements Subject to New York Law Only version) as published and copyrighted in 1994 by the International Swaps and Derivatives Association, Inc., with Paragraph 13 thereof as set forth in Annex A hereto (the "Credit Support Annex"). For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such ISDA Master Agreement. In the event of any inconsistency among any of the following documents, the relevant document first listed shall govern: (i) this Confirmation, exclusive of the provisions set forth in Item 4 hereof and Annex A hereto; (ii) the Schedule; (iii) the Credit Support Annex; (iv) the Definitions; and (v) the ISDA Master Agreement. Terms capitalized but not defined herein shall have the meanings attributed to them in the Pooling and Servicing Agreement. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 2 of 33 Each reference herein to a "Section" (unless specifically referencing the Pooling and Servicing Agreement or to a "Section" of this Agreement will be construed as a reference to a Section of the ISDA Master Agreement; each herein reference to a "Part" will be construed as a reference to Schedule; each reference herein to a "Paragraph" will be construed as a reference to a Paragraph of the Credit Support Annex. (2) The terms of the particular Transaction to which this Confirmation relates are as follows:
Notional Amount: With respect to any Calculation Period, the lesser of (i) the amount set forth for such period on the Schedule I attached hereto (the "Scheduled Amount") and (ii) the aggregate Certificate Principal Balance of the Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates (initially USD 735,711,000) immediately prior to the Distribution Date occurring in the calendar month in which such Calculation Period ends; provided that upon the occurrence of an Optional Termination, with respect to each Calculation Period beginning on or after the final Distribution Date with respect to such Optional Termination, the Notional Amount shall equal the Scheduled Amount for such Calculation Period as set forth in the Schedule I attached hereto multiplied by the quotient of (A) the Notional Amount for the Calculation Period immediately prior to such Optional Termination divided by (B) the Scheduled Amount for the Calculation Period immediately prior to such Optional Termination as set forth in the Schedule I attached hereto. Trade Date: March 16, 2007 Effective Date: March 29, 2007 Termination Date: May 25, 2011, subject to adjustment in accordance with the Business Day Convention; provided, however, that for the purpose of determining the final Fixed Rate Payer Period End Date, Termination Date shall be subject to No Adjustment. Fixed Amount: Fixed Rate Payer: Counterparty Fixed Rate Payer Period End Dates: The 25th calendar day of each month during the Term of this Transaction, commencing April 25, 2007 and ending on the Termination Date, with No Adjustment. Fixed Rate Payer Payment Date: The 25th calendar day of each month during the Term of this Transaction, commencing April 25, 2007, and ending on the Termination Date, subject to adjustment in accordance with the Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 3 of 33 Business Day Convention. Fixed Rate: 5.14 % Fixed Rate Day Count Fraction: 30/360 Floating Amounts: Floating Rate Payer: Bear Stearns Floating Rate Payer Period End Dates: The 25th calendar day of each month during the Term of this Transaction, commencing April 25, 2007 and ending on the Termination Date, subject to adjustment in accordance with the Business Day Convention. Floating Rate Payer Payment Dates: Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be one Business Day preceding each Floating Rate Payer Period End Date. Floating Rate for initial Calculation Period: To be determined Floating Rate Option: USD-LIBOR-BBA Designated Maturity: One month, except with respect to the initial Calculation Period for which the Designated Maturity shall be the Linear Interpolation of the two week and the one month. Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable Upfront Amount: Bear Stearns will pay USD 2,735,000.00 to Counterparty on the Effective Date. Business Days: New York Business Day Convention: Following Calculation Agent: Bear Stearns Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 4 of 33 Netting: Notwithstanding anything to the contrary in Section 2(c) of the ISDA Form Master Agreement, amounts that are payable with respect to Calculation Periods which end in the same calendar month (prior to any adjustment of period end dates) shall be netted, as provided in Section 2(c) of the ISDA Form Master Agreement, even if such amounts are not due on the same payment date. For avoidance of doubt any payments pursuant to Section 6(e) of the ISDA Form Master Agreement shall not be subject to netting. (3) Additional Provisions: For each Calculation Period, Counterparty will make available on its website https://www.bnyinvestorreporting.com indicating the outstanding principal balance of the Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates as of the first day of the month in which such Calculation Period begins. (4) Provisions Deemed Incorporated in a Schedule to the ISDA Master Agreement:
Part 1. Termination Provisions. For purposes of the ISDA Master Agreement: (a) "Specified Entity" will not apply to Bear Stearns or Counterparty for any purpose. (b) "Specified Transactions" will not apply to Bear Stearns or Counterparty for any purpose. (c) The "Failure to Pay or Deliver" provisions of Section 5(a)(i) will apply to Bear Stearns and will apply to Counterparty; provided that notwithstanding anything to the contrary in Section 5(a)(i) or Paragraph 7 of the Credit Support Annex, any failure by Bear Stearns to comply with or perform any obligation to be complied with or performed by Bear Stearns under the Credit Support Annex shall not constitute an Event of Default under Section 5(a)(i) unless (A) a Moody's Second Level Downgrade has occurred and been continuing for 30 or more Local Business Days and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Bear Stearns. (d) The "Breach of Agreement" provisions of Section 5(a)(ii) will apply to Bear Stearns and will not apply to Counterparty. (e) The "Credit Support Default" provisions of Section 5(a)(iii) will apply to (x) Bear Stearns; provided that notwithstanding anything to the contrary in Section 5(a)(iii)(1), any failure by Bear Stearns to comply with or perform any obligation to be complied with or performed by Bear Stearns under the Credit Support Annex shall not constitute an Event of Default under Section 5(a)(iii) unless (A) a Moody's Second Level Downgrade has occurred and been continuing for 30 or more Local Business Days and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Bear Stearns and (y) Counterparty solely in respect of Counterparty's obligations under Paragraph 3(b) of the Credit Support Annex. (f) The "Misrepresentation" provisions of Section 5(a)(iv) will apply to Bear Stearns and will not apply to Counterparty. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 5 of 33 (g) The "Default under Specified Transaction" provisions of Section 5(a)(v) will not apply to Bear Stearns or Counterparty. (h) The "Cross Default" provisions of Section 5(a)(vi) will apply to Bear Stearns and will not apply to Counterparty. "Specified Indebtedness" will have the meaning specified in Section 14. "Threshold Amount" means USD 100,000,000. (i) The "Bankruptcy" provisions of Section 5(a)(vii) will apply to Bear Stearns and will apply to Counterparty except that the provisions of Section 5(a)(vii)(2), (6) (to the extent that such provisions refer to any appointment contemplated or effected by the Pooling and Servicing Agreement or any appointment to which Counterparty has not become subject to), (7) and (9) will not apply to Counterparty; provided that, with respect to Counterparty only, Section 5(a)(vii)(4) is hereby amended by adding after the words "against it" the words "(excluding any proceeding or petition instituted or presented by Bear Stearns)", and Section 5(a)(vii)(8) is hereby amended by deleting the words "to (7) inclusive" and inserting lieu thereof ", (3), (4) as amended, (5) or (6) as amended". (j) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) will apply to Bear Stearns and will apply to Counterparty; provided that Bear Stearns shall not be entitled to designate an Early Termination Date by reason of a Tax Event upon Merger in respect of which it is the Affected Party. (k) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Bear Stearns or Counterparty. (l) The "Automatic Early Termination" provision of Section 6(a) will not apply to Bear Stearns or to Counterparty. (m) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Master Agreement: (1) Market Quotation will apply; and (2) the Second Method will apply; provided that if Bear Stearns is the Defaulting Party or the sole Affected Party, the following provisions will apply: (A) Section 6(e) of the ISDA Master Agreement will be amended by inserting on the first line "or is effectively designated" after "If an Early Termination Date occurs"; (B) The definition of Market Quotation in Section 14 shall be deleted in its entirety and replaced with the following: "Market Quotation" means, with respect to one or more Terminated Transactions, and a party making the determination, an amount determined on the basis of Firm Offers from Reference Market-makers that are Eligible Replacements. Each Firm Offer will be (1) for an amount that would be Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 6 of 33 paid to Counterparty (expressed as a negative number) or by Counterparty (expressed as a positive number) in consideration of an agreement between Counterparty and such Reference Market-maker to enter into a Replacement Transaction and (2) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The party making the determination (or its agent) will request each Reference Market-maker to provide its Firm Offer to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the designation or occurrence of the relevant Early Termination Date. The day and time as of which those Firm Offers are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. The Market Quotation shall be the Firm Offer actually accepted by Counterparty no later than the Business Day preceding the Early Termination Date. If no Firm Offers are provided by the Business Day preceding the Early Termination Date, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Transactions cannot be determined. (C) Counterparty shall use best efforts to accept a Firm Offer that would determine the Market Quotation. If more than one Firm Offer (which, if accepted, would determine the Market Quotation) is provided, Counterparty shall accept the Firm Offer (among such Firm Offers) which would require either (x) the lowest payment by the Counterparty to the Reference Market-maker, to the extent Counterparty would be required to make a payment to the Reference Market-maker or (y) the highest payment from the Reference Market-maker to Counterparty, to the extent the Reference Market-maker would be required to make a payment to the Counterparty. If only one Firm Offer (which, if accepted, would determine the Market Quotation) is provided, Counterparty shall accept such Firm Offer. (D) Upon the written request by Counterparty to Bear Stearns, Bear Stearns shall obtain the Market Quotations on behalf of Counterparty. (E) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of the ISDA Master Agreement shall be deleted in its entirety and replaced with the following: "(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, (I) Counterparty shall pay to Bear Stearns an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (II) Counterparty shall pay to Bear Stearns the Termination Currency Equivalent of the Unpaid Amounts owing to Bear Stearns and (III) Bear Stearns shall pay to Counterparty the Termination Currency Equivalent of the Unpaid Amounts owing to Counterparty; provided, however, that (x) the amounts payable under the immediately preceding clauses (II) and (III) shall be subject to netting in accordance with Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 7 of 33 Section 2(c) of this Agreement and (y) notwithstanding any other provision of this Agreement, any amount payable by Bear Stearns under the immediately preceding clause (III) shall not be netted-off against any amount payable by Counterparty under the immediately preceding clause (I)." (n) "Termination Currency" means United States Dollars. (o) Additional Termination Events. Additional Termination Events will apply: (i) If, without the prior written consent of Bear Stearns where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Stearns under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If an Applied Realized Loss Amount is applied to reduce the Certificate Principal Balance of any class of Class A Certificates, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Stearns fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Stearns, Bear Stearns shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction. (B) If a S&P Second Level Downgrade has occurred and is continuing and Bear Stearns fails to take any action described under Part (5)(f)(i)(2) within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Stearns, Bear Stearns shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction. (C) If (A) a Moody's Second Level Downgrade has not occurred and been continuing for 30 or more Local Business Days and (B) Bear Stearns has failed to comply with or perform any obligation to be complied with or performed by Bear Stearns in accordance with the Credit Support Annex, then an Additional Termination Event shall have occurred with respect to Bear Stearns and Bear Stearns shall be the sole Affected Party with respect to such Additional Termination Event. (D) If (A) a Moody's Second Level Downgrade has occurred and been continuing for 30 or more Local Business Days and (B) either (i) at least one Eligible Replacement has made a Firm Offer to be the transferee or (ii) at Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 8 of 33 least one entity that satisfies the Moody's Approved Ratings Threshold has made a Firm Offer to provide an Eligible Guaranty in respect of all of Bear Stearns' present and future obligations under this Agreement, then an Additional Termination Event shall have occurred with respect to Bear Stearns, Bear Stearns shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction. Part 2. Tax Matters. (a) Tax Representations. (i) Payer Representations. For the purpose of Section 3(e) of the ISDA Master Agreement, each of Bear Stearns and the Counterparty will make the following representations: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Master Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on: (1) the accuracy of any representations made by the other party pursuant to Section 3(f) of the ISDA Master Agreement; (2) the satisfaction of the agreement contained in Sections 4(a)(i) and 4(a)(iii) of the ISDA Master Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Sections 4(a)(i) and 4(a)(iii) of the ISDA Master Agreement; and (3) the satisfaction of the agreement of the other party contained in Section 4(d) of the ISDA Master Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of the ISDA Master Agreement by reason of material prejudice to its legal or commercial position. (ii) Payee Representations. For the purpose of Section 3(f) of the ISDA Master Agreement, each of Bear Stearns and the Counterparty make the following representations. The following representation will apply to Bear Stearns: Bear Stearns is a corporation organized under the laws of the State of Delaware and its U.S. taxpayer identification number is 13-3866307. The following representation will apply to the Counterparty: Counterparty represents that it is a "United States person" as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. (b) Tax Provisions. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 9 of 33 Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of this Agreement, all Taxes in relation to payments by Bear Stearns shall be Indemnifiable Taxes (including any Tax imposed in respect of a Credit Support Document) unless (i) such Taxes are assessed directly against Counterparty and not by deduction or withholding by Bear Stearns or (ii) arise as a result of a Change in Tax Law (in which case such Tax shall be an Indemnifiable Tax only if such Tax satisfies the definition of Indemnifiable Tax provided in Section 14). In relation to payments by Counterparty, no Tax shall be an Indemnifiable Tax. Part 3. Agreement to Deliver Documents. For the purpose of Section 4(a) of the ISDA Master Agreement: (i) Tax forms, documents, or certificates to be delivered are:
Party required to Form/Document/ Date by which to deliver document Certificate be delivered Bear Stearns An original properly completed (i) upon execution of this Agreement, (ii) and executed United States on or before the first payment date under Internal Revenue Service Form this Agreement, including any Credit Support W-9 (or any successor thereto) Document, (iii) promptly upon the reasonable with respect to any payments demand by Counterparty, (iv) prior to the received or to be received by expiration or obsolescence of any previously Bear Stearns, that eliminates delivered form, and (v) promptly upon the U.S. federal withholding and information on any such previously delivered backup withholding Tax on form becoming inaccurate or incorrect. payments to Bear Stearns under this Agreement. Counterparty An original properly completed (i) upon execution of this Agreement, (ii) and executed United States on or before the first payment date under Internal Revenue Service Form this Agreement, including any Credit Support W-9 including applicable Document, (iii) promptly upon the reasonable attachments] (or any successor demand by Bear Stearns, (iv) prior to the thereto) with respect to any expiration or obsolescence of any previously payments received or to be delivered form, and (v) promptly upon the received by Counterparty. information on any such previously delivered form becoming inaccurate or incorrect.
(ii) Other documents to be delivered are:
Party required Form/Document/ Date by which to Covered by Section to deliver Certificate be delivered 3(d) Representation document Bear Stearns and Any documents required by the Upon the execution and Yes the Counterparty receiving party to delivery of this Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 10 of 33 Party required Form/Document/ Date by which to Covered by Section to deliver Certificate be delivered 3(d) Representation document evidence the authority of the Agreement and such delivering party or its Credit Confirmation Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Stearns and A certificate of an authorized Upon the execution and Yes the Counterparty officer of the party, as to delivery of this the incumbency and authority Agreement and such of the respective officers of Confirmation the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Bear Stearns and An opinion of counsel of such Upon the execution and No the Counterparty party regarding the delivery of this Agreement enforceability of this Agreement in a form reasonably satisfactory to the other party. Counterparty An executed copy of the Concurrently with filing No Pooling and Servicing of each draft of the Agreement and the Swap Pooling and Servicing Administration Agreement Agreement with the U.S. Securities and Exchange Commission
Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 11 of 33 Part 4 Miscellaneous. (a) Address for Notices: For the purposes of Section 12(a) of the ISDA Master Agreement: Address for notices or communications to Bear Stearns: Address: 383 Madison Avenue, New York, New York 10179 Attention: DPC Manager Facsimile: (212) 272-5823 with a copy to: Address: One Metrotech Center North, Brooklyn, New York 11201 Attention: Derivative Operations - 7th Floor Facsimile: (212) 272-1634 (For all purposes) Address for notices or communications to the Counterparty: Address: 4500 Park Granada Mail Stop CH-143 Calabasas, CA 91302 Attention: Mr. Jeff Staab Facsimile: 818-225-4010 Phone: 818-225-3279 (For all purposes) (b) Account Details and Settlement Information: Payments to Bear Stearns: Citibank, N.A., New York ABA Number: 021-0000-89, for the account of Bear, Stearns Securities Corp. Account Number: 0925-3186, for further credit to Bear Stearns Financial Products Inc. Sub-account Number: 102-04654-1-3 Attention: Derivatives Department Payments to Counterparty: As provided for in the Assignment Agreement Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 12 of 33 (c) Process Agent. For the purpose of Section 13(c) of the ISDA Master Agreement: Bear Stearns appoints as its Process Agent: Not Applicable The Counterparty appoints as its Process Agent: Not Applicable (d) Offices. The provisions of Section 10(a) of the ISDA Master Agreement will not apply to this Agreement; neither Bear Stearns nor the Counterparty have any Offices other than as set forth in the Notices Section. (e) Multibranch Party. For the purpose of Section 10(c) of the ISDA Master Agreement: Bear Stearns is not a Multibranch Party. The Counterparty is not a Multibranch Party. (f) Credit Support Document. Bear Stearns: The Credit Support Annex and any guaranty in support of Bear Stearns' obligations under this Agreement. Counterparty: The Credit Support Annex. (g) Credit Support Provider. Bear Stearns: The guarantor under any guaranty in support of Bear Stearns' obligations under this Agreement. Counterparty: Not Applicable (h) Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to the conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. (i) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the second line of subparagraph (i) thereof the word "non-", (ii) deleting "; and" from the end of subparagraph 1 and inserting "." in lieu thereof, and (iii) deleting the final paragraph thereof. (j) "Affiliate": Bear Stearns and Counterparty shall be deemed not to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii) of the ISDA Master Agreement. (k) Netting of Payments. The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Master Agreement will apply to each Transaction. Part 5. Other Provisions. (a) Section 3 of the ISDA Master Agreement is hereby amended by adding at the end thereof the following subsection (g): Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 13 of 33 "(g) Relationship Between Parties. Each party represents to the other party on each date when it enters into a Transaction that: (1) Nonreliance. (i) It is acting for its own account, (ii) it is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction and (iii) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, (iv) it has made its own investment, hedging and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party, (v) it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary, (vi) it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction and (vii) it has not received from the other party any assurance or guaranty as to the expected results of this Transaction. (2) Evaluation and Understanding. (i) It has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; and (ii) It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume those risks, financially and otherwise. (3) Purpose. It is entering into the Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business. (4) Status of Parties. The other party is not acting as an agent, fiduciary or advisor for it in respect of the Transaction. (5) Eligible Contract Participant. It constitutes an "eligible contract participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended. (6) Line of Business. It has entered into this Agreement (including each Transaction governed hereby) in conjunction with its line of business or the financing of its business." (b) Non-Recourse. Notwithstanding any provision herein or in the ISDA Master Agreement to the contrary, the obligations of Counterparty hereunder are limited recourse obligations of Counterparty, payable solely from the Swap Trust and the proceeds thereof, in accordance with the terms of the Pooling and Servicing Agreement. In the event that the Swap Trust and proceeds thereof should be insufficient to satisfy all claims outstanding and following the realization of the Swap Trust and the proceeds thereof, any claims against or obligations of Counterparty under the ISDA Master Agreement or any other confirmation Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 14 of 33 thereunder still outstanding shall be extinguished and thereafter not revive. The Counterparty shall not have liability for any failure or delay in making a payment hereunder to Bear Stearns due to any failure or delay in receiving amounts in the Swap Trust from the Trust created pursuant to the Pooling and Servicing Agreement. (c) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition. (d) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording. (e) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. (f) Rating Agency Downgrade. (i) S&P Downgrade: (1) In the event that a S&P First Level Downgrade occurs and is continuing, then within 30 days after such rating downgrade, Bear Stearns shall, subject to the Rating Agency Condition with respect to S&P, at its own expense, either (i) procure a Permitted Transfer, (ii) obtain an Eligible Guaranty or (iii) post collateral in accordance with the Credit Support Annex. (2) In the event that a S&P Second Level Downgrade occurs and is continuing, then within 10 Local Business Days after such rating withdrawal or downgrade, Bear Stearns shall, subject to the Rating Agency Condition with respect to S&P, at its own expense, either (i) procure a Permitted Transfer or (ii) obtain an Eligible Guaranty. (ii) Moody's Downgrade. (1) In the event that a Moody's Second Level Downgrade occurs and is continuing, Bear Stearns shall as soon as reasonably practicable thereafter, at its own expense and using commercially reasonable efforts, either (i) procure a Permitted Transfer or (ii) obtain an Eligible Guaranty. (g) Payment Instructions. Bear Stearns hereby agrees that, unless notified in writing by the Swap Administrator of other payment instructions, any and all amounts payable by Bear Stearns to the Counterparty under this Agreement shall be paid to the Swap Contract Administrator at the account specified herein. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 15 of 33 (h) Amendment.. No amendment, waiver, supplement or other modification of this Transaction shall be permitted by either party unless (i) each of S&P and Moody's have been provided notice of the same and (ii) such amendment, waiver, supplement, assignment or other modification satisfies the Rating Agency Condition. (i) Transfer. (i) The first paragraph of Section 7 is hereby amended in its entirety as follows: "Subject to Section 6(b)(ii), Part 5(f) and Part 5(j), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) without (a) the prior written consent of the other party (which consent shall be deemed given by Counterparty if the transfer, novation or assignment is to an Eligible Replacement) and (b) satisfaction of the Rating Agency Condition with respect to S&P, except that:" (ii) If an entity has made a Firm Offer (which remains an offer that will become legally binding upon acceptance by Counterparty) to be the transferee of a transfer, Counterparty shall, at Bear Stearns' written request and at Bear Stearns' expense, take any reasonable steps required to be taken by Counterparty to effect such transfer. (j) Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words "or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party," and (ii) deleting the last paragraph thereof and inserting the following: "Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(i), any transfer by Bear Stearns under this Section 6(b)(ii) shall not require the consent of Counterparty; provided that: (i) the transferee (the "Transferee") is an Eligible Replacement; (ii) if the Transferee is domiciled in a different country or political subdivision thereof from both Bear Stearns and Counterparty, such transfer satisfies the Rating Agency Condition; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Bear Stearns would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d) (i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (v) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear Stearns will be fully released from any and all obligations hereunder." Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 16 of 33 (k) Proceedings. Bear Stearns shall not institute against or cause any other person to institute against, or join any other person in instituting against, the Counterparty, the Swap Trust or the trust created pursuant to the Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Certificates (the "Certificates") and any notes backed by the Certificates. This provision shall survive the termination of this Agreement. (l) Compliance with Regulation AB. Bear Stearns and Counterparty agree that the terms of the Item 1115 Agreement dated as of January 30, 2006 (the "Regulation AB Agreement"), between Countrywide Home Loans, Inc., CWABS, Inc., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and Bear Stearns Financial Products Inc. shall be incorporated by reference into this Agreement so that Counterparty shall be an express third party beneficiary of the Regulation AB Agreement. A copy of the Regulation AB is attached hereto as Annex B. (m) Substantial Financial Transaction. Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the Confirmation relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of each Transaction. (n) Set-Off. Except as expressly provided for in Section 2(c), Section 6 or Part 1(m)(E) hereof, and notwithstanding any other provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. Section 6(e) shall be amended by deleting the following sentence: "The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off." (o) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. (p) Additional Defined Terms. "Eligible Guaranty" means an unconditional and irrevocable guaranty of all present and future payment obligations and obligations to post collateral of Bear Stearns or an Eligible Replacement to Counterparty under this Agreement that is provided by an Eligible Guarantor as principal debtor rather than surety and that is directly enforceable by Counterparty, the form and substance of which guaranty are subject to the Rating Agency Condition with respect to S&P. "Eligible Guarantor" means an entity that has credit ratings at least equal to the Moody's Required Ratings Threshold and S&P Approved Ratings Threshold. "Eligible Replacement" means an entity that either (i) satisfies the S&P Approved Ratings Threshold and the Moody's Required Ratings Threshold or (ii) provides an Eligible Guaranty from an Eligible Guarantor. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 17 of 33 "Firm Offer" means an offer which, when made, is capable of becoming legally binding upon acceptance. "Moody's" means Moody's Investors Service, Inc., or any successor. "Moody's Approved Ratings Threshold" means, with respect to (i) Bear Stearns, a Moody's counterparty rating of "A1" or above and (ii) with respect to any other entity (or its guarantor), (x) if such entity has both a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's and a short-term unsecured and unsubordinated debt rating from Moody's, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's of "A2" or above and a short-term unsecured and unsubordinated debt rating from Moody's of "Prime-1" or above, or (y) if such entity has only a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's of "A1" or above. "Moody's First Level Downgrade" means that no Relevant Entity satisfies the Moody's Approved Rating Threshold. "Moody's Required Ratings Threshold" means, with respect to (i) Bear Stearns, a counterparty rating of "A3" or above and (ii) with respect to any other entity (or its guarantor), (x) if such entity has both a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's and a short-term unsecured and unsubordinated debt rating from Moody's, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's of "A3" or above or a short-term unsecured and unsubordinated debt rating from Moody's of "Prime-2" or above, or (y) if such entity has only a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's of "A3" or above. "Moody's Second Level Downgrade" means that no Relevant Entity satisfies the Moody's Required Ratings Threshold. "Permitted Transfer" means a transfer by novation by Bear Stearns to an entity (the "Transferee") of all, but not less than all, of Bear Stearns' rights, liabilities, duties and obligations under this Agreement, with respect to which transfer each of the following conditions is satisfied: (a) the Transferee is an Eligible Replacement that is a recognized dealer in interest rate swaps organized under the laws of the United States of America or a jurisdiction located in the United States of America (or another jurisdiction reasonably acceptable to Counterparty), (b) an Event of Default or Termination Event would not occur as a result of such transfer, (c) pursuant to a written instrument (the "Transfer Agreement"), the Transferee acquires and assumes all rights and obligations of Bear Stearns under the Agreement and the relevant Transaction, (d) Bear Stearns will be responsible for any costs or expenses incurred in connection with such transfer (including any replacement cost of entering into a replacement transaction); (e) either (A) Moody's has been given prior written notice of such transfer and the Rating Agency Condition is satisfied with respect to S&P or (B) each Rating Agency has been given prior written notice of such transfer and such transfer is in connection with the assignment and assumption of this Agreement without modification of its terms, other than party names, dates relevant to the effective date of such transfer, tax representations and any other representations regarding the status of the substitute counterparty, notice information and account details and other similar provisions; and (f) such transfer otherwise complies with the terms of the Pooling and Servicing Agreement. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 18 of 33 "Rating Agency" means each of Moody's and S&P. "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each Rating Agency then providing a rating of the Certificates and any Notes and receive from each such Rating Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of its then-current rating of the Certificates. "Relevant Entity" means Bear Stearns and any Eligible Guarantor under an Eligible Guaranty with respect to Bear Stearns. "Replacement Transaction" means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Counterparty the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, as determined by Counterparty in its sole discretion, acting in a commercially reasonable manner. "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc. "S&P Approved Ratings Threshold" means with respect to (i) Bear Stearns, a counterparty rating of "A+" or above and (ii) with respect to any other entity (or its guarantor), a short-term unsecured and unsubordinated debt rating from S&P of "A-1" or above, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating from S&P of "A+ or above. "S&P First Level Downgrade" means that no Relevant Entity satisfies the S&P Approved Rating Threshold. "S&P Required Ratings Threshold" means with respect to (i) Bear Stearns, a counterparty rating of "BBB" or above and (ii) with respect to any other entity (or its guarantor), a long-term unsecured and unsubordinated debt rating from S&P of "BBB-" or above. "S&P Second Level Downgrade" means that no Relevant Entity satisfies the S&P Required Rating Thresholds. (q) Rating Agency Notifications. Except as otherwise provided herein, no Early Termination Date shall be effectively designated hereunder shall be made by either party unless each Rating Agency has been given prior written notice of such designation. NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAN BEAR STEARNS IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 19 of 33 This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to Bear Stearns a facsimile of the fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please contact Derivatives Documentation by telephone at 212-272-2711. For all other inquiries please contact Derivatives Documentation by telephone at 353-1-402-6233. Originals will be provided for your execution upon your request. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 20 of 33 Very truly yours, BEAR STEARNS FINANCIAL PRODUCTS INC. By: /s/ Anne Manevitz ----------------- Name: Anne Manevitz Title: Authorized Signatory Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. COUNTRYWIDE HOME LOANS, INC. By: /s/ Michael Smith ----------------- Name: Michael Smith Title: MD, Valuation and Analysis je Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 21 of 33 SCHEDULE I (where for the purposes of (i) determining Floating Amounts, all such dates subject to adjustment in accordance with the Following Business Day Convention and (ii) determining Fixed Amounts, all such dates subject to No Adjustment.) -------------------------------------------------------------------------- From and including To but excluding Scheduled Amount (USD) -------------------------------------------------------------------------- Effective Date 4/25/2007 0.00 -------------------------------------------------------------------------- 4/25/2007 5/25/2007 0.00 -------------------------------------------------------------------------- 5/25/2007 6/25/2007 0.00 -------------------------------------------------------------------------- 6/25/2007 7/25/2007 0.00 -------------------------------------------------------------------------- 7/25/2007 8/25/2007 0.00 -------------------------------------------------------------------------- 8/25/2007 9/25/2007 701,403,088.00 -------------------------------------------------------------------------- 9/25/2007 10/25/2007 693,062,918.00 -------------------------------------------------------------------------- 10/25/2007 11/25/2007 683,978,649.00 -------------------------------------------------------------------------- 11/25/2007 12/25/2007 674,169,865.00 -------------------------------------------------------------------------- 12/25/2007 1/25/2008 663,658,761.00 -------------------------------------------------------------------------- 1/25/2008 2/25/2008 652,470,083.00 -------------------------------------------------------------------------- 2/25/2008 3/25/2008 633,538,959.00 -------------------------------------------------------------------------- 3/25/2008 4/25/2008 505,787,392.00 -------------------------------------------------------------------------- 4/25/2008 5/25/2008 496,005,201.00 -------------------------------------------------------------------------- 5/25/2008 6/25/2008 485,962,339.00 -------------------------------------------------------------------------- 6/25/2008 7/25/2008 475,647,469.00 -------------------------------------------------------------------------- 7/25/2008 8/25/2008 465,067,961.00 -------------------------------------------------------------------------- 8/25/2008 9/25/2008 454,242,868.00 -------------------------------------------------------------------------- 9/25/2008 10/25/2008 437,274,637.00 -------------------------------------------------------------------------- 10/25/2008 11/25/2008 426,931,587.00 -------------------------------------------------------------------------- 11/25/2008 12/25/2008 416,779,475.00 -------------------------------------------------------------------------- 12/25/2008 1/25/2009 406,815,853.00 -------------------------------------------------------------------------- 1/25/2009 2/25/2009 397,037,792.00 -------------------------------------------------------------------------- 2/25/2009 3/25/2009 387,442,555.00 -------------------------------------------------------------------------- 3/25/2009 4/25/2009 278,706,591.00 -------------------------------------------------------------------------- 4/25/2009 5/25/2009 272,092,941.00 -------------------------------------------------------------------------- 5/25/2009 6/25/2009 265,646,690.00 -------------------------------------------------------------------------- 6/25/2009 7/25/2009 259,359,565.00 -------------------------------------------------------------------------- 7/25/2009 8/25/2009 253,227,498.00 -------------------------------------------------------------------------- 8/25/2009 9/25/2009 247,245,641.00 -------------------------------------------------------------------------- 9/25/2009 10/25/2009 231,397,849.00 -------------------------------------------------------------------------- 10/25/2009 11/25/2009 225,865,438.00 -------------------------------------------------------------------------- 11/25/2009 12/25/2009 220,464,436.00 -------------------------------------------------------------------------- 12/25/2009 1/25/2010 215,190,384.00 -------------------------------------------------------------------------- 1/25/2010 2/25/2010 210,039,797.00 -------------------------------------------------------------------------- 2/25/2010 3/25/2010 205,009,823.00 -------------------------------------------------------------------------- 3/25/2010 4/25/2010 83,108,415.00 -------------------------------------------------------------------------- 4/25/2010 5/25/2010 80,725,279.00 -------------------------------------------------------------------------- 5/25/2010 6/25/2010 78,334,226.00 -------------------------------------------------------------------------- Reference Number: FXCWL073 Countrywide Home Loans, Inc. March 29, 2007 Page 22 of 33 -------------------------------------------------------------------------- 6/25/2010 7/25/2010 76,110,284.00 -------------------------------------------------------------------------- 7/25/2010 8/25/2010 73,983,818.00 -------------------------------------------------------------------------- 8/25/2010 9/25/2010 71,839,455.00 -------------------------------------------------------------------------- 9/25/2010 10/25/2010 69,939,609.00 -------------------------------------------------------------------------- 10/25/2010 11/25/2010 67,897,113.00 -------------------------------------------------------------------------- 11/25/2010 12/25/2010 66,014,178.00 -------------------------------------------------------------------------- 12/25/2010 1/25/2011 64,247,557.00 -------------------------------------------------------------------------- 1/25/2011 2/25/2011 62,584,706.00 -------------------------------------------------------------------------- 2/25/2011 3/25/2011 61,005,734.00 -------------------------------------------------------------------------- 3/25/2011 4/25/2011 59,670,785.00 -------------------------------------------------------------------------- 4/25/2011 Termination Date 58,367,332.00 -------------------------------------------------------------------------- ANNEX A UNILATERAL CSA SCHEDULE(1) ----------------------- Pledgor: BEAR STEARNS FINANCIAL PRODUCTS INC. (the "Pledgor") Secured Party: COUNTRYWIDE HOME LOANS, INC. (the "Secured Party") Paragraph 13. Elections and Variables (a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes no "additional obligations" within the meaning of Paragraph 12. (b) Credit Support Obligations. (i) Delivery Amount, Return Amount and Credit Support Amount. (1) Delivery Amount. Paragraph 3(a) shall be amended by replacing the words "upon a demand made by the Secured Party on or promptly following a Valuation Date" with the words "on each Valuation Date". The "Delivery Amount" with respect to Pledgor for any Valuation Date shall equal the greatest of: (A) the amount by which the S&P Collateral Amount exceeds the S&P Value on such Valuation Date of all Posted Credit Support held by the Secured Party; (B) the amount by which the Moody's First Level Collateral Amount exceeds the Moody's First Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party. (C) the amount by which the Moody's Second Level Collateral Amount exceeds the Moody's Second Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party. (2) "Return Amount" applicable to Secured Party for any Valuation Date shall equal the least of: (A) the amount by which the S&P Value on such Valuation Date of all Posted Credit Support held by the Secured Party exceeds the S&P Collateral Amount; (B) the amount by which the Moody's First Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party exceeds the Moody's First Level Collateral Amount. (C) the amount by which the Moody's Second Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party exceeds the Moody's Second Level Collateral Amount. (3) "Credit Support Amount" shall be deleted in its entirety. ----------------- (1) If currency hedge, update Moody's Collateral Amounts and Valuation Percentages 11 (ii) Eligible Collateral. The items set forth on the Collateral Schedule attached as Schedule A hereto will qualify as "Eligible Collateral" for the party specified. (iii) Other Eligible Support. None (iv) Thresholds. (A) "Independent Amount" means: Pledgor: Not applicable. Secured Party: Not applicable. (B) "Threshold" means: Pledgor: Not applicable. Secured Party: Not applicable. (C) "Minimum Transfer Amount" means USD100,000; provided, that if the aggregate Certificate Principal Balance of Certificates rated by S&P is less than USD 50,000,000, the "Minimum Transfer Amount" shall mean USD 50,000. (D) Rounding. The Delivery Amount will be rounded up and the Return Amount will be rounded down to the nearest integral multiple of USD10,000. (c) Valuation and Timing. (i) "Valuation Agent" means Pledgor. (ii) "Valuation Date" means each Local Business Day(2). (iii) "Valuation Time" means the close of business on the Local Business Day in the city where the Valuation Agent is located immediately preceding the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date. (iv) "Notification Time" means 11:00 A.M. (New York time). (v) Transfer Timing and Calculations. Paragraphs 4(b) and 4(c) are hereby amended and restated in entirety as set forth below. "(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the Valuation Date; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day thereafter. (c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time ----------------- (2) If not daily valuations, changes are required in the collateral amounts and valuation percentages 12 on the applicable Valuation Date (or in the case of Paragraph 6(d), the Local Business Day following the day on which such relevant calculations are performed)." (d) Conditions Precedent. There shall be no "Specified Condition" with respect to either party for purposes of this Annex. (e) Substitution (i) "Substitution Date" means (A) the Local Business Day on which the Secured Party receives the Substitute Credit Support, if notice of substitution is received by the Notification Time on such date, and (B) the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, if notice of substitution is received after the Notification Time. (ii) Consent of Secured Party for Substitution. Inapplicable. (iii) Amendment of Paragraph 4(d)(ii). Paragraph 4(d)(ii) is amended and restated in its entirety as set forth below: "(ii) subject to Paragraph 4(a) of this Annex, the Secured Party will Transfer the items of Posted Credit Support specified by the Pledgor in its notice not later than the close of business on the Substitution Date, provided, however, that if the Secured Party shall not have received the Substitute Credit Support prior to 1:00 P.M. (New York time) on the Substitution Date, then the Secured Party shall Transfer the applicable items of Posted Credit Support not later than the close of business on the Local Business Day immediately following the day on which the Secured Party receives the Substitute Credit Support. Notwithstanding the foregoing, the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the Substitution Date equal to the Value of the Substitute Credit Support delivered by the Pledgor in exchange therefor." (f) Dispute Resolution. (i) "Resolution Time" means 12:00 noon, New York time, on the Local Business Day for both parties following the date the Disputing Party gives notice of a dispute pursuant to Paragraph 5. (ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), disputes over the Value of Posted Credit Support will be resolved by the Valuation Agent seeking bid-side quotations as of the relevant Recalculation Date or date of Transfer, as applicable, from three parties that regularly act as dealers in the securities in question. The Value will be the arithmetic mean of the quotations obtained by the Valuation Agent, multiplied by the applicable Valuation Percentage, if any. If no quotations are available for a particular security, then the Valuation Agent's original calculation of Value thereof will be used for that security. (iii) Alternative. Subject to item (iv) below, the provisions of Paragraph 5 will apply. (iv) Modification of Paragraph 5. The introductory paragraph of Paragraph 5 shall be amended and restated to read in its entirety as follows: "If a party (a `Disputing Party') disputes (I) the Valuation Agent's calculation of a 13 Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then: (A) the Disputing Party will (x) notify the other party and, if applicable, the Valuation Agent of the amount it is disputing, (y) indicate what it believes the correct amount to be and (z) provide a statement showing, in reasonable detail, how it arrived at such amount and the appropriate party will deliver the undisputed amount to the other party not later than (i) (a) the close of business on the Valuation Date, if the demand made under Paragraph 3 in the case of (I) above is made by the Notification Time, or (b) the close of business of the Local Business Day following the date on which the demand is made under Paragraph 3 in the case of (I) above, if such demand is made after the Notification Time, or (ii) the close of business of the date of Transfer, in the case of (II) above; (B) the parties will consult with each other and provide such information as the other party shall reasonably request in an attempt to resolve the dispute; and (C) if they fail to resolve the dispute by the Resolution Time, then:" (g) Holding and Using Posted Collateral. (i) Eligibility to Hold Posted Collateral; Custodians. (1) The Secured Party and its Custodian (if any) will be entitled to hold Posted Collateral pursuant to Paragraph 6(b), provided that the following conditions applicable to it are satisfied: (A) it is not a Defaulting Party; (B) Posted Collateral consisting of Cash or certificated securities that cannot be paid or delivered by book-entry may be held only in any state of the United States which has adopted the Uniform Commercial Code; (C) the short-term rating of any Custodian shall be at least "A-1" by S&P (2) There shall be no Custodian for Pledgor. (ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Secured Party and Secured Party will not have any right to use the Posted Collateral or take any action specified in Paragraph 6(c). (h) Distributions and Interest Amount. (i) Interest Rate. The "Interest Rate" will be the "Federal Funds (Effective)" rate as such rate is displayed on Telerate page 118 for such day under the caption "Effective". (ii) Amendment of Paragraph 6(d)(i) - Distributions. Clause (d)(i) of Paragraph 6 shall be amended and restated to read in its entirety as follows: "(i) Distributions. Subject to Paragraph 4(a), if Party B receives Distributions on a Local Business Day, it will Transfer to Party A not later than the following Local business Day any Distributions it receives to the extent that a Delivery Amount would not be created or 14 increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). " (iii) Amendment of Paragraph 6(d)(ii) - Interest Amount. Clause (d)(ii) of Paragraph 6 shall be amended and restated to read in its entirety as follows: "(ii) Interest Amount. In lieu of any interest, dividends or other amounts paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor on the 20th day of each calendar month (or if such day is not a Local Business Day, the next Local Business Day) the Interest Amount. Any Interest Amount or portion thereof that has been received by the Secured Party and not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2. For purposes of calculating the Interest Amount the amount of interest calculated for each day of the interest period shall be compounded monthly." Secured Party shall not be obligated to transfer any Interest Amount unless and until it has received such amount. (i) Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement. (j) Addresses for Transfers. Pledgor: To be provided in writing by Pledgor to Secured Party. Secured Party: To be provided in writing by Secured Party to Pledgor. (k) Other Provision(s). (i) Amendment of Paragraph 7 - Events of Default. Clause (iii) of Paragraph 7 shall not apply to Secured Party. (ii) Non-Reliance. Notwithstanding the obligations of the Secured Party under Paragraph 6(a), and without limiting the generality of the final sentence of Paragraph 6(a), each party, as Pledgor, acknowledges that it has the means to monitor all matters relating to all valuations, payments, defaults and rights with respect to Posted Collateral without the need to rely on the other party, in its capacity as Secured Party, and that, given the provisions of this Annex on substitution, responsibility for the preservation of the rights of the Pledgor with respect to all such matters is reasonably allocated hereby to the Pledgor. (iii) Agreement as to Single Secured Party and Pledgor. Each of Pledgor and Secured Party agree that, notwithstanding anything to the contrary in the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in Paragraph 12, (a) the term "Secured Party" as used in this Annex means only Secured Party, (b) the term "Pledgor" as used in this Annex means only Pledgor, (c) only Pledgor makes the pledge and grant in Paragraph 2, the acknowledgement in the final sentence of Paragraph 8(a) and the representations in Paragraph 9 and (d) only Pledgor will be required to make Transfers of Eligible Credit Support hereunder. 15 (iv) Trustee. The Trustee is hereby authorized to (i) make demands on behalf of the Secured Party pursuant to Paragraph 3 hereunder and (ii) provide notice on behalf of the Secured Party pursuant to Paragraph 7 hereunder. (v) Collateral Account. Secured Party shall at all times maintain all Posted Collateral in a segregated trust account. (vi) External Calculations. At any time at which Pledgor (or, to the extent applicable, its Credit Support Provider) does not have a long-term unsubordinated and unsecured debt rating of at least "BBB+" from S&P, the Valuation Agent shall (at its own expense) obtain external calculations of the Secured Party's Exposure from at least two Reference Market-makers on the last Local Business Day of each calendar month. Any determination of the S&P Collateral Amount shall be based on the greatest of the Secured Party's Exposure determined by the Valuation Agent and such Reference Market-makers. Such external calculation may not be obtained from the same Reference Market-maker more than four times in any 12-month period. (vii) Notice to S&P. At any time at which Pledgor (or, to the extent applicable, its Credit Support Provider) does not have a long-term unsubordinated and unsecured debt rating of at least "BBB+" from S&P, the Valuation Agent shall provide to S&P not later than the Notification Time on the Local Business Day following each Valuation Date its calculations of the Secured Party's Exposure and the Value of any Eligible Credit Support or Posted Credit Support for that Valuation Date. The Valuation Agent shall also provide to S&P any external marks of the Secured Party's Exposure. (viii) Expenses. Pledgor shall be responsible for all reasonable costs and expenses incurred by Secured Party in connection with the Transfer of any Eligible Collateral under this Annex. (ix) Additional Defined Terms. "DV01" means, with respect to a Transaction and any date of determination, the sum of the estimated change in the Secured Party's Exposure with respect to such Transaction that would result from a one basis point change in the relevant swap curve on such date, as determined by the Valuation Agent in good faith and in a commercially reasonable manner. The Valuation Agent shall, upon request of Secured Party, provide to Secured Party a statement showing in reasonable detail such calculation. "Moody's First Level Additional Collateralized Amount" means, with respect to any Transaction, the lesser of (x) the product of 15 and DV01 for such Transaction and such Valuation Date and (y) the product of 2% and the Notional Amount for such Transaction for the Calculation Period which includes such Valuation Date. "Moody's First Level Collateral Amount" means, (A) for any Valuation Date on which (I) a Moody's First Level Downgrade has occurred and has been continuing (x) for at least 30 Local Business Days or (y) since this Annex was executed and (II) it is not the case that a Moody's Second Level Downgrade has occurred and been continuing for at least 30 Local Business Days, an amount equal to the greater of (a) zero and (b) the sum of the Secured Party's aggregate Exposure for all Transactions and the aggregate of Moody's First Level Additional Collateralized Amounts for each Transaction and (B)for any other Valuation Date, zero. 16 "Moody's First Level Value" means, for any date that the Moody's First Level Collateral Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is a security, the bid price for such security obtained by the Valuation Agent multiplied by the Moody's First Level Valuation Percentage for such security set forth on Schedule A hereto. "Moody's Second Level Additional Collateralized Amount" means, with respect to any Transaction, (1) if such Transaction is not a Transaction-Specific Hedge, the lesser of (i) the product of the 50 and DV01 for such Transaction and such Valuation Date and (ii) the product of 8% and the Notional Amount for such Transaction for the Calculation Period (as defined in the related Transaction) which includes such Valuation Date; or (2) if such Transaction is a Transaction-Specific Hedge, the lesser of (i) the product of the 65 and DV01 for such Transaction and such Valuation Date and (ii) the product of 10% and the Notional Amount for such Transaction for the Calculation Period (as defined in the related Transaction) which includes such Valuation Date. "Moody's Second Level Collateral Amount" means, (A) for any Valuation Date on which it is the case that a Moody's Second Level Downgrade has occurred and been continuing for at least 30 Local Business Days, an amount equal to the greatest of (a) zero, (b) the aggregate amount of the Next Payments for all Next Payment Dates and (c) the sum of the Secured Party's aggregate Exposure and the aggregate of Moody's Second Level Additional Collateralized Amounts for each Transaction and (B) for any other Valuation Date, zero. "Moody's Second Level Value" means, for any date that the Moody's Second Level Collateral Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is a security, the bid price for such security obtained by the Valuation Agent multiplied by the Moody's Second Level Valuation Percentage for such security set forth on Schedule A hereto. "Next Payment" means, in respect of each Next Payment Date, the greater of (i) the amount of any payments due to be made by the Pledgor pursuant to Section 2(a) on such Next Payment Date less any payments due to be made by the Secured Party under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero. "Next Payment Date" means the next scheduled payment date under any Transaction. "Remaining Weighted Average Maturity" means, with respect to a Transaction, the expected weighted average maturity for such Transaction as determined by the Valuation Agent. "S&P Collateral Amount" means, (A) for any Valuation Date on which a S&P First Level Downgrade has occurred and been continuing for at least 30 days or on which a S&P Second Level Downgrade has occurred and is continuing, an amount equal to the sum of (1) 100.0% of the Secured Party's Exposure for such Valuation Date and (2) the product of the Volatility Buffer for each Transaction and the Notional Amount of such Transaction for the Calculation Period (as defined in the related Transaction) of such Transaction which includes such Valuation Date, or (B) for any other Valuation Date, zero. "S&P Value" means, for any date that the S&P Collateral Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is a security, the bid price for such 17 security obtained by the Valuation Agent multiplied by the S&P Valuation Percentage for such security set forth on Schedule A hereto. "Transaction-Specific Hedge" means any Transaction that is a cap, floor or swaption or a Transaction in respect of which (x) the notional amount of the interest rate swap is "balance guaranteed" or (y) the notional amount of the interest rate swap for any Calculation Period otherwise is not a specific dollar amount that is fixed at the inception of the Transaction. "Volatility Buffer" means, for any Transaction, the related percentage set forth in the following table:
--------------------------- --------------- -------------- ---------------- ----------------- The higher of the S&P Remaining Remaining Remaining Remaining short-term credit rating Weighted Weighted Weighted Weighted of (i) Pledgor and (ii) Average Average Average Average Maturity the Credit Support Maturity Maturity Maturity up to 30 years Provider of Pledgor, if up to 3 years up to 5 years up to 10 years applicable --------------------------- --------------- -------------- ---------------- ----------------- "A-2" or higher 2.75% 3.25% 4.00% 4.75% --------------------------- --------------- -------------- ---------------- ----------------- "A-3" 3.25% 4.00% 5.00% 6.25% --------------------------- --------------- -------------- ---------------- ----------------- "BB+" or lower 3.50% 4.50% 6.75% 7.50% --------------------------- --------------- -------------- ---------------- -----------------
18 IN WITNESS WHEREOF, the parties have executed this Annex on the respective dates specified below with effect from the date specified on the first page of this document. BEAR STEARNS FINANCIAL PRODUCTS INC. COUNTRYWIDE HOME LOANS, INC. By: /s/ Anne Manevitz By: /s/ Michael Smith ------------------ ----------------- Name: Anne Manevitz Name: Michael Smith Title: Authorized Signatory Title: MD, Valuation and Analysis Date: March 29, 2007 Date: March 29, 2007 19 SCHEDULE A COLLATERAL SCHEDULE The Moody's First Level Valuation Percentages shall be used in determining the Moody's First Level Collateral Amount. The Moody's Second Level Valuation Percentages shall be used in determining the Moody's Second Level Collateral Amount. The S&P Valuation Percentages shall be used in determining the S&P Collateral Amount.
-------------------------- --------------------- ------------------------ ---------------------------- ---------------------- ISDA Collateral Asset Moody's First Level Moody's Second Level S&P Definition (ICAD) Code Remaining Maturity Valuation Percentage Valuation Percentage Valuation Percentage -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- US-CASH N/A 100% 100% 100% EU-CASH N/A 98% 94% 92.5% GB-CASH N/A 98% 95% 94.1% -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- < 1 Year 100% 100% 98.9% 1 to 2 years 100% 99% 98.0% US-TBILL 2 to 3 years 100% 98% 97.4% US-TNOTE 3 to 5 years 100% 97% 95.5% US-TBOND 5 to 7 years 100% 96% 93.7% (fixed rate) 7 to 10 years 100% 94% 92.5% 10 to 20 years 100% 90% 91.1% > 20 years 100% 88% 88.6% -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- US-TBILL US-TNOTE Not Eligible US-TBOND All Maturities 100% 99% Collateral (floating rate) -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- < 1 Year 100% 99% 98.5% 1 to 2 years 100% 99% 97.7% 2 to 3 years 100% 98% 97.3% GA-US-AGENCY 3 to 5 years 100% 96% 94.5% (fixed rate) 5 to 7 years 100% 93% 93.1% 7 to 10 years 100% 93% 90.7% 10 to 20 years 100% 89% 87.7% > 20 years 100% 87% 84.4% -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- GA-US-AGENCY All Maturities 100% 98% Not Eligible (floating rate) Collateral -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- 20 -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- Rated Aa3 or better Rated Aa3 or better Rated AAA or better by Moody's by Moody's by S&P < 1 Year 98% 94% 98.8% 1 to 2 years 98% 93% 97.9% GA-EUROZONE-GOV (other 2 to 3 years 98% 92% 97.1% than EU-CASH) (fixed 3 to 5 years 98% 90% 91.2% rate) 5 to 7 years 98% 89% 87.5% 7 to 10 years 98% 88% 83.8% 10 to 20 years 98% 84% 75.5% > 20 years 98% 82% Not Eligible Collateral -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- GA-EUROZONE-GOV (other Rated Aa3 or better Rated Aa3 or better Rated AAA or better than EU-CASH) (floating by Moody's by Moody's by S&P rate) All Maturities 98% 93% Not Eligible Collateral -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- < 1 Year 98% 94% Not Eligible Collateral 1 to 2 years 98% 93% Not Eligible Collateral 2 to 3 years 98% 92% Not Eligible Collateral GA-GB-GOV 3 to 5 years 98% 91% Not Eligible (other than GB-CASH) Collateral (fixed rate) 5 to 7 years 98% 90% Not Eligible Collateral 7 to 10 years 98% 89% Not Eligible Collateral 10 to 20 years 98% 86% Not Eligible Collateral > 20 years 98% 84% Not Eligible Collateral -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- -------------------------- --------------------- ------------------------ ---------------------------- ---------------------- GA-GB-GOV All Maturities 98% 94% Not Eligible (other than GB-CASH) Collateral (floating rate) -------------------------- --------------------- ------------------------ ---------------------------- ----------------------
The ISDA Collateral Asset Definition (ICAD) Codes used in this Collateral Schedule shall have the meanings set forth in the Collateral Asset Definitions (First Edition - June 2003) as published and copyrighted in 2003 by the International Swaps and Derivatives Association, Inc. 21 ANNEX B [Form of Regulation AB Agreement] Item 1115 Agreement dated as of January 30, 2006 (this "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 BEAR STEARNS FINANCIAL PRODUCTS INC., 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, from time to time, on the closing date (the "Closing Date") of a transaction pursuant to which Securities are offered (each, a "Transaction"), 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 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: Section 1. Definitions Company Information: As defined in Section 4(a)(i). Company Financial Information: As defined in Section 2(a)(ii). 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). EDGAR: 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. Master Agreement: The ISDA Master Agreement between the Counterparty and CHL, 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. Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. ss.ss.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. Section 2. Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) 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, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; (C) a description of the general character of the business of the Counterparty; (D) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Counterparty which may have a material impact on the Counterparty's ability to perform under the related Derivative Agreement; (E) a description of any affiliation or relationship between the Counterparty and any of the following parties: (1) CHL (or any other sponsor identified to the Counterparty by CHL); (2) the related Depositor (as identified to the Counterparty by CHL); 2 (3) the SPV; (4) Countrywide Home Loans Servicing LP (or any other servicer or master servicer identified to the Counterparty by CHL); (5) The Bank of New York (or any other trustee identified to the Counterparty by CHL); (6) any originator identified to the Counterparty by CHL; (7) any enhancement or support provider identified to the Counterparty by CHL; and (8) any other material transaction party identified to the Counterparty by CHL. (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as specified by the related Depositor to the Counterparty) with respect to the Counterparty (or any entity that consolidates 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 an EDGAR-compatible form; and (B) if applicable, cause its accountants to issue their consent to the filing of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) no later than the 25th calendar day of each month, the Counterparty shall (i) notify the related Depositor in writing of (A) any material litigation or governmental proceedings pending against the Counterparty which may have a material impact on the Counterparty's ability to perform under the related Derivative Agreement or (B) any affiliations or relationships that develop following the Closing Date between the Counterparty and any of the parties specified in Section 2(a)(i)(E) (and any other parties identified in writing by the related Depositor) and (ii) provide to the related Depositor a description of such proceedings, affiliations or relationships as described in Section 2(b)(i)(I)(i); and (ii) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 3 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible 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; (iii) if the related Depositor requests Company Financial Information from the Counterparty, for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall upon five Business Days written notice either (A), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible 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 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible 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 as provided below. Section 3. Representations and Warranties and Covenants of the Counterparty. (a) 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)(ii) or Section 2(b)(iii)(A), that, except as disclosed in writing the related Depositor prior to such date: (i) 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. (ii) 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 4 consistent with that of the audited financial statements of the Counterparty. (iii) 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. (b) The Counterparty agrees that 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. Section 4. Indemnification; Remedies (a) The Counterparty shall indemnify CHL and the related Depositor, each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such SPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act; each broker dealer acting as underwriter, 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, 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: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' consent or other material provided in written or electronic form under Section 2 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 (ii) any breach by the Counterparty of a representation or warranty set forth in Section 3(a) 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 any breach by the Counterparty of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to the Closing Date. 5 (b) (i) Any failure by the Counterparty to deliver any information, report, certification, accountants' consent or other material when and as required under Section 2 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), or any breach by the Counterparty of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (ii) of this paragraph, 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). (ii) If the Counterparty has failed to deliver any information, report, certification or accountants' consent when and as required under Section 2, which continues unremedied for the lesser of ten calendar days after the date on which such information, report, certification or accountants' consent was required to be delivered or such period 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), and the Counterparty has not, at its own cost, within the period in which the applicable Exchange Act Report for which such information is required can be timely filed caused another entity (which meets any ratings related requirement of the applicable rating agencies at such time) to replace the Counterparty as party to the Derivative Agreement that (i) has signed an agreement with CHL and the Depositors substantially in the form of this Agreement, (ii) has agreed to deliver any information, report, certification or accountants' consent when and as required under Section 2 hereof and (iii) is approved by the Depositor (which approval shall not be unreasonably withheld and which approval is not needed if such assignment is to a subsidiary of The Bear Stearns Companies, Inc., provided the Depositor is given notice) and any rating agency, if applicable, on terms substantially similar to the Derivative Agreement, then an Additional Termination Event (as defined in the Master Agreement) shall have occurred with the Counterparty as the sole Affected Party. 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 6 determining the termination payment (notwithstanding anything in the Derivative Agreement to the contrary). (iii) In the event that the Counterparty or the SPV has found a replacement entity in accordance with Section 2(b)(ii), 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 Instrument. 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. Section 5. Miscellaneous. (a) 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. (b) 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. (c) 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. (d) Governing Law. 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. (e) 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. (f) 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. 7 (g) 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 necessary or expedient to effectuate and carry out this Agreement. (h) 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. (i) 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. (j) CHL agrees to provide to the Counterparty prior to January 30, 2006 the methodology for its estimate of maximum probable exposure represented by the Derivative Agreements and then to provide notice of any changes to the methodology. 8 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. CWABS, INC. By: /s/ Ruben Avilez --------------------------------------- Name: Ruben Avilez Title: Vice President CWMBS, INC. By: /s/ Ruben Avilez --------------------------------------- Name: Ruben Avilez Title: Vice President CWALT, INC. By: /s/ Ruben Avilez --------------------------------------- Name: Ruben Avilez Title: Vice President CWHEQ, INC. By: /s/ Ruben Avilez --------------------------------------- Name: Ruben Avilez Title: Vice President COUNTRYWIDE HOME LOANS, INC. By: /s/ Ruben Avilez --------------------------------------- Name: Ruben Avilez Title: Vice President 9 BEAR STEARNS FINANCIAL PRODUCTS INC. By: /s/ F. Scott Herman --------------------------------------- Name: F. Scott Herman Title: DPC Manager 10