Exhibit 99.6
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The Corridor Contract Administration Agreement
CORRIDOR CONTRACT ADMINISTRATION AGREEMENT
This CORRIDOR CONTRACT ADMINISTRATION AGREEMENT, dated as of
November 30, 2006 (this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as
Corridor Contract Administrator (in such capacity, the "Corridor Contract
Administrator") and as Trustee under the Pooling and Servicing Agreement
referred to below (in such capacity, the "Trustee"), and CREDIT SUISSE
SECURITIES (USA) LLC ("Credit Suisse").
WHEREAS, Credit Suisse Management LLC, an affiliate of
Credit Suisse, is a party to an interest rate corridor agreement between
Credit Suisse Management LLC and Credit Suisse International (the
"Counterparty"), with a Trade Date of October 31, 2006 and a reference number
of 53163201N3 (the "Old Confirmation");
WHEREAS, a trust fund (the "Trust Fund") will be created
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2006
(the "Pooling and Servicing Agreement"), among Countrywide Home Loans, Inc.,
as a seller, Park Granada LLC, as a seller, Park Monaco Inc., as a seller,
Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP, as master
servicer (the "Master Servicer") and the Trustee;
WHEREAS, simultaneously with the execution and delivery of
this Agreement, Credit Suisse Management LLC, an affiliate of Credit Suisse,
is assigning all of its rights, and delegating all of its duties and
obligations (other than its obligation to pay the Fixed Amount and any Fees,
if applicable (as defined in the Old Confirmation)), under the Old
Confirmation to the Corridor Contract Administrator, pursuant to the novation
confirmation, dated as of the date hereof (the "Novation Confirmation"), among
Credit Suisse Management LLC, as assignor, the Corridor Contract
Administrator, as assignee, and the Counterparty with and a reference number
of 53163201NOV, a copy of which is attached hereto as Exhibit A;
WHEREAS, Credit Suisse desires that the Net Payments (as
defined below) under the Novation Confirmation be distributed to the Trustee
on behalf of the Trust Fund to be applied for the purposes specified in the
Pooling and Servicing Agreement and that the Excess Payments (as defined
below) under the Novation Confirmation be distributed to Credit Suisse;
WHEREAS, Credit Suisse and the Trustee desire to appoint the
Corridor Contract Administrator, and the Corridor Contract Administrator
desires to accept such appointment, to distribute funds received under the
Novation Confirmation to the Trustee and to Credit Suisse as provided in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree
as follows:
1. Definitions. Capitalized terms used but not otherwise defined in this
Agreement shall have the respective meanings assigned thereto in the Pooling
and Servicing Agreement.
Benefited Certificates: The Class 1-A-2 Certificates.
Calculation Period: With respect to the Novation
Confirmation and any payment made under the Novation Confirmation, the related
"Calculation Period" as defined in the Novation Confirmation.
Controlling Party: As defined in Section 5.
Corridor Contract Account: The separate account created and
maintained by the Corridor Contract Administrator pursuant to Section 3 with a
depository institution in the name of the Corridor Contract Administrator for
the benefit of Credit Suisse and the Trustee on behalf of the Holders of the
Benefited Certificates and designated "The Bank of New York for Credit Suisse
Securities (USA) LLC and certain registered Holders of CWALT, Inc., Mortgage
Pass-Through Certificates, Series 2006-41CB". Funds in the Corridor Contract
Account shall be held for Credit Suisse and the Trustee on behalf of the
Holders of the Benefited Certificates as set forth in this Agreement.
Day Count Fraction: With respect to the Novation
Confirmation and any Distribution Date, the "Floating Rate Day Count Fraction"
specified for the Calculation Period related to such Distribution Date in the
Novation Confirmation.
Excess Payment: For any Distribution Date, (a) with respect
to any payment received by the Corridor Contract Administrator from the
Counterparty in respect of the Novation Confirmation for such Distribution
Date (other than any payment in respect of an early termination under the
Novation Confirmation), an amount equal to the excess, if any, of such payment
over the Net Payment for such Distribution Date and (b) with respect to any
payment received by the Corridor Contract Administrator from the Counterparty
in respect of an early termination under the Novation Confirmation received
during the period from and including the immediately preceding Distribution
Date to and excluding the day immediately preceding the current Distribution
Date, an amount equal to the excess, if any, of such payment over the Net
Payment in respect of such payment. Notwithstanding the foregoing, in the
event that the Class Certificate Balance of the Benefited Certificates is
reduced to zero prior to any termination under the Novation Confirmation, the
Excess Payment for any Distribution Date following the Distribution Date on
which the Class Certificate Balance of the Benefited Certificates is reduced
to zero shall be the entire payment received from the Counterparty.
LIBOR: The "Floating Rate" as defined in the Novation
Confirmation.
Net Payment: For any Distribution Date, (a) with respect to
any payment received by the Corridor Contract Administrator from the
Counterparty in respect of the Novation Confirmation for such Distribution
Date (other than any payment in respect of an early termination under the
Novation Confirmation), an amount equal to the product of (i) the excess, if
any, of (x) LIBOR over (y) the related Strike Rate, (ii) the lesser of (x) the
related Notional Balance for such Distribution Date and (y) the Class
Certificate Balance of the Benefited Certificates immediately prior to such
Distribution Date and (iii) the Day Count Fraction, and (b) with respect to
any payment received by the Corridor Contract Administrator from the
Counterparty in respect of an early termination under the Novation
Confirmation received during the period from and including the immediately
preceding Distribution Date to and excluding the day immediately preceding the
current Distribution Date, the amount of such payment received
in respect of such early termination. Notwithstanding the foregoing, in the
event that the Benefited Certificates are retired prior to any termination
under the Novation Confirmation, the Net Payment for any Distribution Date
following the Distribution Date on which the Benefited Certificates are
retired shall be $0.
Notional Balance: With respect any Distribution Date, the
"Notional Amount" specified for the Calculation Period related to such
Distribution Date in the Novation Confirmation.
Responsible Officer: When used with respect to the Corridor
Contract Administrator, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Corridor Contract Administrator customarily performing functions similar
to those performed by any of the above designated officers and also to whom,
with respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
Strike Rate: With respect to any Distribution Date, the "Cap
Rate" specified for the Calculation Period related to such Distribution Date
in the Novation Confirmation.
2. Appointment of Corridor Contract Administrator.
Credit Suisse and the Trustee hereby appoint BNY to serve as Corridor
Contract Administrator pursuant to this Agreement. The Corridor Contract
Administrator accepts such appointment and acknowledges the transfer and
assignment to it of Credit Suisse Management LLC's, an affiliate of Credit
Suisse, rights under the Old Confirmation pursuant to the Novation
Confirmation. The Corridor Contract Administrator agrees to exercise the
rights referred to above for the benefit of Credit Suisse and the Trustee on
behalf of the Trust Fund and to perform the duties set forth in this
Agreement.
3. Receipt of Funds; Corridor Contract Account.
The Corridor Contract Administrator hereby agrees to receive, on
behalf of Credit Suisse and the Trustee on behalf of the Trust Fund, all
amounts paid by the Counterparty under the Novation Confirmation. The Corridor
Contract Administrator shall establish and maintain a Corridor Contract
Account into which the Corridor Contract Administrator shall deposit or cause
to be deposited on the Business Day of receipt, all amounts payable by the
Counterparty under the Novation Confirmation. All funds deposited in the
Corridor Contract Account shall be held for the benefit of Credit Suisse and
the Trustee on behalf of the Holders of the Benefited Certificates until
withdrawn in accordance with Section 4. The Corridor Contract Account shall be
an "Eligible Account" as defined in the Pooling and Servicing Agreement and,
if the Trust Fund is terminated pursuant to the Pooling and Servicing
Agreement prior to the termination of this Agreement, the Corridor Contract
Account shall be an account that would otherwise qualify as an "Eligible
Account" under the Pooling and Servicing Agreement had the termination of the
Trust Fund not occurred.
Funds in the Corridor Contract Account shall remain uninvested.
The Corridor Contract Administrator shall give at least 30 days'
advance notice to Credit Suisse and the Trustee of any proposed change of
location of the Corridor Contract Account prior to any change thereof.
4. Calculations; Distribution of Payments; Delivery of Notices.
The Corridor Contract Administrator hereby agrees to perform the
calculations necessary to distribute payments in accordance with this Section
4. The Corridor Contract Administrator shall perform such calculations based
on (x) the Class Certificate Balance of the Benefited Certificates provided by
the Trustee pursuant to the Pooling and Servicing Agreement and (y) the
Notional Balances, Day Count Fractions and values of LIBOR provided by the
Counterparty pursuant to the Novation Confirmation. The Corridor Contract
Administrator shall, absent manifest error, be entitled to rely on information
provided by the Trustee and the Counterparty.
On the Business Day of receipt of any payment from the Counterparty,
the Corridor Contract Administrator shall withdraw the amount of such payment
from the Corridor Contract Account and distribute such amounts sequentially,
as follows:
(a) first, to the Trustee for deposit into the Class 1-A-2
Corridor Contract Reserve Fund, the applicable Net Payment;
and
(b) second, to Credit Suisse, the applicable Excess Payment, in
accordance with the following wiring instructions:
Citibank
ABA # ▇▇▇▇▇▇▇▇▇
Acct# 09253506
ATTN: ▇▇▇▇▇ ▇▇▇▇/CWALT 06-41CB
The Corridor Contract Administrator shall prepare and deliver any
notices required to be delivered under the Novation Confirmation.
5. Control Rights.
The Controlling Party shall have the right to direct the Corridor
Contract Administrator with respect to the exercise of any right under the
Novation Confirmation (such as the right to designate an Early Termination
Date following an Event of Default (each such term as defined in the Novation
Confirmation). For purposes of this Agreement, the "Controlling Party" shall
mean, with respect to the Novation Confirmation, (i) if the Class Certificate
Balance of the Benefited Certificates immediately prior to the most recent
Distribution Date (or, prior to the first Distribution Date, the original
Class Certificate Balance) is equal to or greater than 50% of the Notional
Balance of the Novation Confirmation as of such Distribution Date (or, prior
to the first Distribution Date, the original Notional Balance of the Novation
Confirmation), the Trustee, and (ii) if the Class Certificate Balance of the
Benefited Certificates immediately prior to the most recent Distribution Date
(or, prior to the first Distribution Date, the original Class Certificate
Balance) is less than 50% of the Notional Balance of the Novation Confirmation
as of
such Distribution Date (or, prior to the first Distribution Date, the original
Notional Balance of the Novation Confirmation), Credit Suisse.
6. Representations and Warranties of the Corridor Contract Administrator. The
Corridor Contract Administrator represents and warrants as follows:
(a) BNY is duly organized and validly existing as a banking
corporation under the laws of the State of New York and has
all requisite power and authority to execute and deliver
this Agreement and to perform its obligations as Corridor
Contract Administrator under this Agreement.
(b) The execution, delivery and performance of this Agreement by
BNY as Corridor Contract Administrator has been duly
authorized by BNY.
(c) This Agreement has been duly executed and delivered by BNY
as Corridor Contract Administrator and is enforceable
against BNY in accordance with its terms, except as
enforceability may be affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered
in a proceeding in equity or at law).
7. Certain Matters Concerning the Corridor Contract Administrator.
(a) The Corridor Contract Administrator shall undertake to
perform such duties and only such duties as are specifically
set forth in this Agreement.
(b) No provision of this Agreement shall be construed to relieve
the Corridor Contract Administrator from liability for its
own grossly negligent action, its own grossly negligent
failure to act or its own willful misconduct, its grossly
negligent failure to perform its obligations in compliance
with this Agreement, or any liability that would be imposed
by reason of its willful misfeasance or bad faith; provided
that:
(i) the duties and obligations of the Corridor Contract
Administrator shall be determined solely by the
express provisions of this Agreement, the Corridor
Contract Administrator shall not be liable,
individually or as Corridor Contract Administrator,
except for the performance of such duties and
obligations as are specifically set forth in this
Agreement, no implied covenants or obligations
shall be read into this Agreement against the
Corridor Contract Administrator and the Corridor
Contract Administrator may conclusively rely, as to
the truth of the statements and the correctness of
the opinions expressed therein, upon any
certificates or opinions furnished to the Corridor
Contract Administrator and conforming to the
requirements of this Agreement that it reasonably
believed in good faith to be genuine and to have
been duly executed by the proper authorities
respecting any matters arising hereunder;
(ii) the Corridor Contract Administrator shall not be
liable, individually or as Corridor Contract
Administrator, for an error of judgment made in
good faith by a Responsible Officer or Responsible
Officers of the Corridor Contract Administrator,
unless the Corridor Contract Administrator was
grossly negligent or acted in bad faith or with
willful misfeasance; and
(iii) the Corridor Contract Administrator shall not be
liable, individually or as Corridor Contract
Administrator, with respect to any action taken,
suffered or omitted to be taken by it in good faith
in accordance with the direction of the Controlling
Party, or exercising any power conferred upon the
Corridor Contract Administrator under this
Agreement.
(c) Except as otherwise provided in Sections 7(a) and 7(b):
(i) the Corridor Contract Administrator may request and
rely upon and shall be protected in acting or
refraining from acting upon any resolution,
officer's certificate, certificate of auditors or
any other certificate, statement, instrument,
opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed
by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) the Corridor Contract Administrator may consult
with counsel and any opinion of counsel shall be
full and complete authorization and protection in
respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance
with such opinion of counsel;
(iii) the Corridor Contract Administrator shall not be
liable, individually or as Corridor Contract
Administrator, for any action taken, suffered or
omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(iv) the Corridor Contract Administrator shall not be
bound to make any investigation into the facts or
matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other
paper or document, unless requested in writing to
do so by Credit Suisse or the Trustee; provided,
however, that if the payment within a reasonable
time to the Corridor Contract Administrator of the
costs, expenses or liabilities likely to be
incurred by it in the making of such investigation
is, in the opinion of the Corridor Contract
Administrator not reasonably assured to the
Corridor Contract Administrator by Credit Suisse
and/or the Trustee, the Corridor Contract
Administrator may require reasonable indemnity
against such expense, or liability from Credit
Suisse and/or the Trustee, as the case may be, as a
condition to taking any such action; and
(v) the Corridor Contract Administrator shall not be
required to expend its own funds or otherwise incur
any financial liability in the performance of
any of its duties hereunder if it shall have
reasonable grounds for believing that repayment of
such funds or adequate indemnity against such
liability is not assured to it.
(d) Credit Suisse covenants and agrees to pay or reimburse the
Corridor Contract Administrator, upon its request, for all
reasonable expenses and disbursements incurred or made by
the Corridor Contract Administrator in accordance with any
of the provisions of this Agreement except any such expense
or disbursement as may arise from its gross negligence, bad
faith or willful misconduct. The Corridor Contract
Administrator and any director, officer, employee or agent
of the Corridor Contract Administrator shall be indemnified
by Credit Suisse and held harmless against any loss,
liability or expense incurred in connection with any legal
action relating to this Agreement, or in connection with the
performance of any of the Corridor Contract Administrator's
duties hereunder, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of any of the Corridor
Contract Administrator's duties hereunder. Such indemnity
shall survive the termination of this Agreement or the
resignation of the Corridor Contract Administrator
hereunder. Notwithstanding anything to the contrary in this
Section 7(a), any expenses, disbursements, losses or
liabilities of the Corridor Contract Administrator or any
director, officer, employee or agent thereof that are made
or incurred as a result of any request, order or direction
of any of the Certificateholders made to the Trustee as
contemplated by Section 8.02(a)(ix) of the Pooling and
Servicing Agreement and consequently made to the Corridor
Contract Administrator by the Trustee shall be payable by
the Trustee out of the security or indemnity provided by
such Certificateholders pursuant to Section 8.02(a)(ix) of
the Pooling and Servicing Agreement.
(e) Upon the resignation of BNY as Trustee in accordance with
the Pooling and Servicing Agreement, (i) BNY shall resign
and be discharged from its duties as Corridor Contract
Administrator hereunder and (ii) the Person that succeeds
BNY as Trustee shall be appointed as successor Corridor
Contract Administrator hereunder upon its execution,
acknowledgement and delivery of the instrument accepting
such appointment in accordance with Section 8.08 of the
Pooling and Servicing Agreement, whereupon the duties of the
Corridor Contract Administrator hereunder shall pass to such
Person. In addition, upon the appointment of a successor
Trustee under the Pooling and Servicing Agreement, such
successor Trustee shall succeed to the rights of the Trustee
hereunder.
8. Miscellaneous.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(b) Each of BNY and Credit Suisse hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceedings arising out
of or relating to this Agreement.
(c) This Agreement shall terminate upon any termination under
the Novation Confirmation and the disbursement by the
Corridor Contract Administrator of all funds received under
the Novation Confirmation to Credit Suisse and the Trustee
on behalf of the Holders of the Benefited Certificates.
(d) This Agreement may be amended, supplemented or modified in
writing by the parties hereto.
(e) This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all such
counterparts taken together shall be deemed to constitute
one and the same instrument.
(f) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other
jurisdiction.
(g) The representations and warranties made by the parties to
this Agreement shall survive the execution and delivery of
this Agreement. No act or omission on the part of any party
hereto shall constitute a waiver of any such representation
or warranty.
(h) The article and section headings in this Agreement are for
convenience of reference only, and shall not limit or
otherwise affect the meaning of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed and delivered as of the day and year first above written.
THE BANK OF NEW YORK,
as Corridor Contract Administrator
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Treasurer
CREDIT SUISSE SECURITIES (USA) LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
EXHIBIT A
NOVATION CONFIRMATION
A-1