Contract

EXHIBIT 99.2 ------------ Confirmations [BEAR STEARNS LOGO] BEAR STEARNS FINANCIAL PRODUCTS INC. 383 MADISON AVENUE NEW YORK, NEW YORK 10179 212-272-4009 DATE: March 30, 2006 TO: Countrywide Home Loans, Inc. ATTENTION: Mr. Jeff Staab TELEPHONE: 1-818-225-3279 FACSIMILE: 1-818-225-4010 FAX: 1-818-225-4038 FROM: Derivatives Documentation TELEPHONE: 212-272-2711 FACSIMILE: 212-272-9857 SUBJECT: Fixed Income Derivatives Confirmation and Agreement REFERENCE NUMBER: FXNEC7952 - Amended This Confirmation and Agreement is amended as of March 30, 2006 and supersedes - ------------------------------------------------------------------------------ all previous Confirmations and Agreements regarding this Transaction. - -------------------------------------------------------------------- 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. ("BSFP") and Countrywide Home Loans, Inc., ("Counterparty"). This Agreement, which evidences a complete and binding agreement between BSFP and Counterparty to enter into the Transaction on the terms set forth below, constitutes a "Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined below), as well as a "Schedule" as referred to in the ISDA Form Master Agreement. 1. This Agreement is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). BSFP and Counterparty have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross Border) form (the "ISDA Form Master Agreement"). An ISDA Form Master Agreement shall be deemed to have been executed by BSFP and Counterparty on the date we entered into the Transaction. All provisions contained in, or incorporated by reference to, the ISDA Form Master Agreement shall govern the Transaction referenced in this Confirmation except as expressly modified herein. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Rate Cap Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 2 of 13 /\Notional Amount: With respect to any Calculation Period, the lesser of (i) the amount set forth for such period in the attached Schedule of Notional Amounts and (ii) the aggregate Certificate Principal Balance of the Rast 2006 A2 Class A1 Certificates immediately prior to the related Distribution Date (as each such term is defined in the Pooling and Servicing Agreement). Trade Date: February 24, 2006 Effective Date: March 30, 2006 Termination Date: October 25, 2010 Fixed Amount (Premium): Fixed Rate Payer: Counterparty Fixed Rate Payer Payment Date: February 28, 2006 Fixed Amount: USD 80,000 Floating Amounts: Floating Rate Payer: BSFP Cap Rate: 5.60000% Floating Rate Payer Period End Dates: The 25th calendar day of each month during the Term of this Transaction, commencing April 25, 2006 and ending on the Termination Date, with No Adjustment. Floating Rate Payer Payment Dates: Early Payment shall be applicable. One Business Day preceding each Floating Rate Payer Period End Date. Floating Rate Option: USD-LIBOR-BBA, provided, however, that if the Floating Rate determined from such Floating Rate Option for any Calculation Period is greater than 9.10000% then the Floating Rate for such Calculation Period shall be deemed to be 9.10000%. Designated Maturity: One month Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 3 of 13 Floating Rate Day Count Fraction: 30/360 Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable Business Days for payments: New York and London Business Day Convention: Modified Following Additional Amount: In connection with amending this Transaction USD 134,000 is payable by Counterparty to BSFP on March 10, 2006. Additional Amount: In connection with amending this Transaction USD 2,000 is payable by Counterparty to BSFP on March 30, 2006. 3. Additional Provisions: 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. 4. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement: 1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction. 2) Termination Provisions. For purposes of the ISDA Form Master Agreement: (a) "Specified Entity" is not applicable to BSFP or Counterparty for any purpose. (b) "Specified Transaction" is not applicable to BSFP or Counterparty for any purpose, and, accordingly, Section 5(a)(v) of the ISDA Form Master Agreement shall not apply to BSFP or Counterparty. (c) The "Cross Default" provisions of Section 5(a)(vi) of the ISDA Form Master Agreement will not apply to BSFP or to Counterparty. Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 4 of 13 (d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the ISDA Form Master Agreement will not apply to BSFP or to Counterparty. (e) The "Automatic Early Termination" provision of Section 6(a) of the ISDA Form Master Agreement will not apply to BSFP or to Counterparty. (f) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master Agreement: (i) Market Quotation will apply. (ii) The Second Method will apply. (g) "Termination Currency" means United States Dollars. 3) Tax Representations. Not applicable 4) Limitation on Events of Default. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if at any time and so long as the Counterparty has satisfied in full all its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement and has at the time no future payment obligations, whether absolute or contingent, under such Section, then unless BSFP is required pursuant to appropriate proceedings to return to the Counterparty or otherwise returns to the Counterparty upon demand of the Counterparty any portion of any such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to the Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to the Counterparty as Defaulting Party and (b) BSFP shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of the occurrence of a Termination Event set forth in either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP as the Affected Party or Section 5(b)(iii) with respect to BSFP as the Burdened Party. 5) Documents to be Delivered. For the purpose of Section 4(a) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 5 of 13 Party required Form/Document/ Date by which to to deliver Certificate be delivered document BSFP and Any document required or Promptly after the the Counterparty reasonably requested to earlier of (i) allow the other party to reasonable demand by make payments under this either party or (ii) Agreement without any learning that such deduction or withholding form or document is for or on the account of required any Tax or with such deduction or withholding at a reduced rate (2) Other documents to be delivered are:

Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation BSFP and Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of this Agreement evidence the authority of and such Confirmation the delivering party or its Credit 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
Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 6 of 13
Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation BSFP and A certificate of an Upon the execution and Yes the Counterparty authorized officer of the delivery of this Agreement party, as to the incumbency and such Confirmation and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be
6) Miscellaneous. Miscellaneous (a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form Master Agreement: Address for notices or communications to BSFP: 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: 818-225-3898 Phone: 818-225-3279 Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 7 of 13 (b) Process Agent. For the purpose of Section 13(c) of the ISDA Form Master Agreement: BSFP appoints as its Process Agent: Not Applicable The Counterparty appoints as its Process Agent: Not Applicable (c) Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement will not apply to this Agreement; neither BSFP nor the Counterparty have any Offices other than as set forth in the Notices Section and BSFP agrees that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall not in future have any Office other than one in the United States. (d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master Agreement: BSFP is not a Multibranch Party. The Counterparty is not a Multibranch Party. (e) Calculation Agent. The Calculation Agent is BSFP; provided, however, that if an Event of Default occurs with respect to BSFP, then the Counterparty shall be entitled to appoint a financial institution which would qualify as a Reference Market-maker to act as Calculation Agent. (f) Credit Support Document. Not applicable for either BSFP or the Counterparty. (g) Credit Support Provider. BSFP: Not Applicable The 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. (i) 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 Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 8 of 13 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. (j) 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. (k) 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. (l) BSFP will not unreasonably withhold or delay its consent to an assignment of this Agreement to any other third party. (m) Set-off. The provisions for Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall not apply for purposes of this Transaction. 7) "Affiliate" will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that BSFP shall not be deemed to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). 8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g): "(g) Relationship Between Parties. Each party represents to the other party on each date when it enters into a Transaction that:-- (1) Nonreliance. 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. (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 Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 9 of 13 (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) Principal. It is entering into the Transaction as principal, and not as agent or in any other capacity, fiduciary or otherwise." NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT. Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 10 of 13 5. Account Details and Settlement Information: Payments to BSFP: 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: Please provide 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 BSFP a facsimile of the fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please contact Susan Donlon by telephone at 212-272-2364. 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. Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 11 of 13 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. Very truly yours, BEAR STEARNS FINANCIAL PRODUCTS INC. By: /s/ Annie Manevitz -------------------------------- Name: Annie 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/ Brad Coburn -------------------------------- As authorized agent or officer for Countrywide Home Loans, Inc. Name: Brad Coburn Title: Managing Director and Assistant Treasurer Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 12 of 13 SCHEDULE OF NOTIONAL AMOUNTS From and including To but excluding Notional Amount - ------------------ ---------------- --------------- (USD) ----- Effective Date 25-Apr-2006 69,743,000.00 25-Apr-2006 25-May-2006 69,515,981.88 25-May-2006 25-Jun-2006 68,983,247.40 25-Jun-2006 25-Jul-2006 68,269,797.40 25-Jul-2006 25-Aug-2006 67,377,997.02 25-Aug-2006 25-Sep-2006 66,310,519.42 25-Sep-2006 25-Oct-2006 65,070,341.90 25-Oct-2006 25-Nov-2006 63,660,741.00 25-Nov-2006 25-Dec-2006 62,085,286.87 25-Dec-2006 25-Jan-2007 60,349,906.20 25-Jan-2007 25-Feb-2007 58,471,970.55 25-Feb-2007 25-Mar-2007 56,520,389.75 25-Mar-2007 25-Apr-2007 54,538,532.57 25-Apr-2007 25-May-2007 52,578,186.64 25-May-2007 25-Jun-2007 50,655,149.13 25-Jun-2007 25-Jul-2007 48,769,020.31 25-Jul-2007 25-Aug-2007 46,919,404.71 25-Aug-2007 25-Sep-2007 45,105,911.11 25-Sep-2007 25-Oct-2007 43,328,152.45 25-Oct-2007 25-Nov-2007 41,585,745.81 25-Nov-2007 25-Dec-2007 39,878,312.37 25-Dec-2007 25-Jan-2008 38,205,477.37 25-Jan-2008 25-Feb-2008 36,566,870.05 25-Feb-2008 25-Mar-2008 34,962,123.60 25-Mar-2008 25-Apr-2008 33,390,875.16 25-Apr-2008 25-May-2008 31,852,765.73 25-May-2008 25-Jun-2008 30,347,440.16 25-Jun-2008 25-Jul-2008 28,874,547.10 25-Jul-2008 25-Aug-2008 27,433,738.97 25-Aug-2008 25-Sep-2008 26,024,671.87 25-Sep-2008 25-Oct-2008 24,647,005.62 25-Oct-2008 25-Nov-2008 23,300,403.67 25-Nov-2008 25-Dec-2008 21,984,533.06 Reference Number: FXNEC7952 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 13 of 13 25-Dec-2008 25-Jan-2009 20,699,064.41 25-Jan-2009 25-Feb-2009 19,443,671.85 25-Feb-2009 25-Mar-2009 18,218,033.00 25-Mar-2009 25-Apr-2009 17,021,828.95 25-Apr-2009 25-May-2009 15,854,744.19 25-May-2009 25-Jun-2009 14,716,466.58 25-Jun-2009 25-Jul-2009 13,606,687.33 25-Jul-2009 25-Aug-2009 12,525,100.98 25-Aug-2009 25-Sep-2009 11,471,405.29 25-Sep-2009 25-Oct-2009 10,445,301.32 25-Oct-2009 25-Nov-2009 9,446,493.27 25-Nov-2009 25-Dec-2009 8,474,688.56 25-Dec-2009 25-Jan-2010 7,529,597.71 25-Jan-2010 25-Feb-2010 6,610,934.36 25-Feb-2010 25-Mar-2010 5,718,415.22 25-Mar-2010 25-Apr-2010 4,851,760.02 25-Apr-2010 25-May-2010 4,010,691.50 25-May-2010 25-Jun-2010 3,194,935.39 25-Jun-2010 25-Jul-2010 2,404,220.34 25-Jul-2010 25-Aug-2010 1,638,277.91 25-Aug-2010 25-Sep-2010 896,842.55 25-Sep-2010 Termination Date 179,651.55 BEAR STEARNS BEAR STEARNS FINANCIAL PRODUCTS INC. 383 MADISON AVENUE NEW YORK, NEW YORK 10179 212-272-4009 DATE: March 30, 2006 TO: Countrywide Home Loans, Inc. ATTENTION: Mr. Jeff Staab TELEPHONE: 1-818-225-3279 FACSIMILE: 1-818-225-4010 FAX: 1-818-225-4038 FROM: Derivatives Documentation TELEPHONE: 212-272-2711 FACSIMILE: 212-272-9857 SUBJECT: Fixed Income Derivatives Confirmation and Agreement REFERENCE NUMBER: FXNEC7966 - Amended This Confirmation and Agreement is amended as of March 30, 2006 and supersedes all previous Confirmations and Agreements regarding this Transaction. 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. ("BSFP") and Countrywide Home Loans, Inc., ("Counterparty"). This Agreement, which evidences a complete and binding agreement between BSFP and Counterparty to enter into the Transaction on the terms set forth below, constitutes a "Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined below), as well as a "Schedule" as referred to in the ISDA Form Master Agreement. 1. This Agreement is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). BSFP and Counterparty have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross Border) form (the "ISDA Form Master Agreement"). An ISDA Form Master Agreement shall be deemed to have been executed by BSFP and Counterparty on the date we entered into the Transaction. All provisions contained in, or incorporated by reference to, the ISDA Form Master Agreement shall govern the Transaction referenced in this Confirmation except as expressly modified herein. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 2 of 13 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Rate Cap Notional Amount: With respect to any Calculation Period, the lesser of (i) the amount set forth for such period in the attached Schedule of Notional Amounts and (ii) the aggregate Certificate Principal Balance of the Rast 2006 A2 Class A5 Certificates immediately prior to the related Distribution Date (as each such term is defined in the Pooling and Servicing Agreement). Trade Date: March 3, 2006 Effective Date: March 30, 2006 Termination Date: August 25, 2010 Fixed Amount (Premium): Fixed Rate Payer: Counterparty Fixed Rate Payer Payment Date: March 7, 2006 Fixed Amount: USD 126,500 Floating Amounts: Floating Rate Payer: BSFP Cap Rate: 5.30000% Floating Rate Payer Period End Dates: The 25th calendar day of each month during the Term of this Transaction, commencing April 25, 2006 and ending on the Termination Date, with No Adjustment. Floating Rate Payer Payment Dates: Early Payment shall be applicable. One Business Day preceding each Floating Rate Payer Period End Date. Floating Rate USD-LIBOR-BBA, provided, however, Option: that if the Floating Rate determined from such Floating Rate Option for any Calculation Period is greater than 8.80000% then the Floating Rate for such Calculation Period shall be deemed Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 3 of 13 to be 8.80000%. Designated Maturity: One month Floating Rate Day Count Fraction: 30/360 Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable Business Days for New York and London payments: Business Day Convention: Modified Following Additional Amount: In connection with amending this Transaction USD 3,000 is payable by Counterparty to BSFP on March 30, 2006. 3. Additional Provisions: 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. 4. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement: 1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction. 2) Termination Provisions. For purposes of the ISDA Form Master Agreement: (a) "Specified Entity" is not applicable to BSFP or Counterparty for any purpose. (b) "Specified Transaction" is not applicable to BSFP or Counterparty for any purpose, and, accordingly, Section 5(a)(v) of the ISDA Form Master Agreement shall not apply to BSFP or Counterparty. (c) The "Cross Default" provisions of Section 5(a)(vi) of the ISDA Form Master Agreement will not apply to BSFP or to Counterparty. Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 4 of 13 (d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the ISDA Form Master Agreement will not apply to BSFP or to Counterparty. (e) The "Automatic Early Termination" provision of Section 6(a) of the ISDA Form Master Agreement will not apply to BSFP or to Counterparty. (f) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master Agreement: (i) Market Quotation will apply. (ii) The Second Method will apply. (g) "Termination Currency" means United States Dollars. 3) Tax Representations. Not applicable 4) Limitation on Events of Default. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if at any time and so long as the Counterparty has satisfied in full all its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement and has at the time no future payment obligations, whether absolute or contingent, under such Section, then unless BSFP is required pursuant to appropriate proceedings to return to the Counterparty or otherwise returns to the Counterparty upon demand of the Counterparty any portion of any such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to the Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to the Counterparty as Defaulting Party and (b) BSFP shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of the occurrence of a Termination Event set forth in either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP as the Affected Party or Section 5(b)(iii) with respect to BSFP as the Burdened Party. 5) Documents to be Delivered. For the purpose of Section 4(a) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 5 of 13 Party required Form/Document/ Date by which to to deliver document Certificate be delivered BSFP and Any document required Promptly after the earlier of the Counterparty or reasonably (i) reasonable demand by either requested to allow party or (ii) learning that the other party to such form or document is make payments under required this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate (2) Other documents to be delivered are: Party required Form/Document/ Date by which to Covered by Section 3(d) to deliver Certificate be delivered Representation document BSFP and Any documents Upon the Yes the Counterparty required by the execution and receiving party to delivery of this evidence the Agreement and authority of the such Confirmation delivering party or its Credit 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 Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 6 of 13 Party required Form/Document/ Date by which to Covered by Section 3 to deliver Certificate be delivered (d) Representation document BSFP and A certificate of an Upon the Yes the Counterparty authorized officer execution and of the party, as to delivery of this the incumbency and Agreement and authority of the such Confirmation respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be 6) Miscellaneous. Miscellaneous (a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form Master Agreement: Address for notices or communications to BSFP: 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: 818-225-3898 Phone: 818-225-3279 Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 7 of 13 (b) Process Agent. For the purpose of Section 13(c) of the ISDA Form Master Agreement: BSFP appoints as its Process Agent: Not Applicable The Counterparty appoints as its Process Agent: Not Applicable (c) Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement will not apply to this Agreement; neither BSFP nor the Counterparty have any Offices other than as set forth in the Notices Section and BSFP agrees that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall not in future have any Office other than one in the United States. (d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master Agreement: BSFP is not a Multibranch Party. The Counterparty is not a Multibranch Party. (e) Calculation Agent. The Calculation Agent is BSFP; provided, however, that if an Event of Default occurs with respect to BSFP, then the Counterparty shall be entitled to appoint a financial institution which would qualify as a Reference Market-maker to act as Calculation Agent. (f) Credit Support Document. Not applicable for either BSFP or the Counterparty. (g) Credit Support Provider. BSFP: Not Applicable The 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. (i) 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 Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 8 of 13 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. (j) 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. (k) 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. (l) BSFP will not unreasonably withhold or delay its consent to an assignment of this Agreement to any other third party. (m) Set-off. The provisions for Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall not apply for purposes of this Transaction. 7) "Affiliate" will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that BSFP shall not be deemed to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). 8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g): "(g) Relationship Between Parties. Each party represents to the other party on each date when it enters into a Transaction that:-- (1) Nonreliance. 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. (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 Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 9 of 13 (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) Principal. It is entering into the Transaction as principal, and not as agent or in any other capacity, fiduciary or otherwise." NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT. Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 10 of 13 5. Account Details and Settlement Information: Payments to BSFP: 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: Please provide 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 BSFP a facsimile of the fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please contact Susan Donlon by telephone at 212-272-2364. 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. Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 11 of 13 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. Very truly yours, BEAR STEARNS FINANCIAL PRODUCTS INC. By: /s/ Annie Manevitz -------------------------------- Name: Annie 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/ Brad Coburn -------------------------------- As authorized agent or officer for Countrywide Home Loans, Inc. Name: Brad Coburn Title: Managing Director and Assistant Treasurer Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 12 of 13 SCHEDULE OF NOTIONAL AMOUNTS From and including To but excluding Notional Amount ------------------ ---------------- --------------- (USD) ----- Effective Date 25-Apr-2006 30,000,000.00 25-Apr-2006 25-May-2006 29,686,676.85 25-May-2006 25-Jun-2006 29,277,213.28 25-Jun-2006 25-Jul-2006 28,809,899.90 25-Jul-2006 25-Aug-2006 28,285,830.71 25-Aug-2006 25-Sep-2006 27,706,250.39 25-Sep-2006 25-Oct-2006 27,072,551.63 25-Oct-2006 25-Nov-2006 26,386,271.90 25-Nov-2006 25-Dec-2006 25,649,089.53 25-Dec-2006 25-Jan-2007 24,863,502.55 25-Jan-2007 25-Feb-2007 24,035,804.23 25-Feb-2007 25-Mar-2007 23,189,171.19 25-Mar-2007 25-Apr-2007 22,338,094.27 25-Apr-2007 25-May-2007 21,499,618.74 25-May-2007 25-Jun-2007 20,678,809.85 25-Jun-2007 25-Jul-2007 19,875,372.96 25-Jul-2007 25-Aug-2007 19,089,018.30 25-Aug-2007 25-Sep-2007 18,319,460.95 25-Sep-2007 25-Oct-2007 17,566,420.68 25-Oct-2007 25-Nov-2007 16,829,621.94 25-Nov-2007 25-Dec-2007 16,108,793.75 25-Dec-2007 25-Jan-2008 15,403,669.64 25-Jan-2008 25-Feb-2008 14,713,987.56 25-Feb-2008 25-Mar-2008 14,039,489.80 25-Mar-2008 25-Apr-2008 13,379,922.96 25-Apr-2008 25-May-2008 12,735,037.83 25-May-2008 25-Jun-2008 12,104,589.35 25-Jun-2008 25-Jul-2008 11,488,336.54 25-Jul-2008 25-Aug-2008 10,886,042.41 25-Aug-2008 25-Sep-2008 10,297,473.92 25-Sep-2008 25-Oct-2008 9,722,401.91 25-Oct-2008 25-Nov-2008 9,160,601.00 25-Nov-2008 25-Dec-2008 8,611,849.61 Reference Number: FXNEC7966 - Amended Countrywide Home Loans, Inc. March 30, 2006 Page 13 of 13 25-Dec-2008 25-Jan-2009 8,075,929.79 25-Jan-2009 25-Feb-2009 7,552,627.25 25-Feb-2009 25-Mar-2009 7,041,731.25 25-Mar-2009 25-Apr-2009 6,543,034.57 25-Apr-2009 25-May-2009 6,056,333.41 25-May-2009 25-Jun-2009 5,581,427.39 25-Jun-2009 25-Jul-2009 5,118,119.44 25-Jul-2009 25-Aug-2009 4,666,215.79 25-Aug-2009 25-Sep-2009 4,225,525.88 25-Sep-2009 25-Oct-2009 3,795,862.33 25-Oct-2009 25-Nov-2009 3,377,040.88 25-Nov-2009 25-Dec-2009 2,968,880.32 25-Dec-2009 25-Jan-2010 2,571,202.47 25-Jan-2010 25-Feb-2010 2,183,832.13 25-Feb-2010 25-Mar-2010 1,806,597.00 25-Mar-2010 25-Apr-2010 1,439,327.64 25-Apr-2010 25-May-2010 1,081,857.46 25-May-2010 25-Jun-2010 734,022.63 25-Jun-2010 25-Jul-2010 395,662.04 25-Jul-2010 Termination Date 66,617.28