LICENSE AGREEMENT
THIS LICENSE AGREEMENT, made as of this 28th day of
February, 1997, by and between COUNTRYWIDE CREDIT INDUSTRIES, INC., a
Delaware corporation ("Licensor"), and COUNTRYWIDE INVESTMENT TRUST, COUNTRYWIDE
TAX-FREE TRUST and COUNTRYWIDE STRATEGIC TRUST (the "Licensees"), each a
business trust organized under the laws of the Commonwealth of Massachusetts.
WHEREAS, Licensor has a proprietary interest in the name
"Countrywide" and in the logo to be used on the Licensees' prospectuses (the
"Logo"), which interests are recognized by Licensees; and
WHEREAS, Licensor wishes to permit use of the name
"Countrywide" and the Logo by Licensees, subject to the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing and of other
good and valuable consideration, it is hereby understood and agreed as follows:
1. Licensees acknowledge that they adopted their corporate
names and Logo through the permission of Licensor, which consents to the
non-exclusive use by each Licensee of the name "Countrywide" and the Logo only
as long as an affiliate or affiliates of Licensor serve as such Licensee's
investment advisor.
2. Licensees recognize that their right to use the name
"Countrywide" is non-exclusive and that Licensor may from time to time permit
other entities, including entities engaged in the same or similar business as
the Licensee, to use the name "Countrywide".
3. Each Licensee covenants and agrees to protect, exonerate,
defend, indemnify and hold harmless Licensor and its directors, agents, officers
and employees from and against any and all costs, losses, claims, damages or
liabilities, joint or several, including all legal expenses, which may arise or
have arisen out of Licensee's use or misuse of the name "Countrywide" or out of
any breach of or failure to comply with this Agreement.
4. If affiliate(s) of Licensor shall cease to serve
as any Licensee's investment advisor, such Licensee:
(a) As promptly as practicable, will take all
necessary director or shareholder action to
cause its Agreement and Declaration of Trust
to be amended to accomplish a change of its
name and change of logo; and
(b) Within 90 days after the termination of this
agreement or such similar contractual
arrangement, shall cease to use in any other
manner, including but not limited to use in
any prospectus, sales literature or
promotional material, the name "Countrywide"
or any name, xxxx or logotype derived from
it or similar to it or indicating that the
Licensee is advised by or otherwise
associated with Licensor or any affiliate(s)
of Licensor.
5. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns, including any successors to the
business now or thereafter conducted by them.
IN WITNESS WHEREOF, the Licensor and each of the Licensees
have caused this Agreement to be executed by a duly authorized officer and
attested by its Secretary as of the day and year first herein written.
ATTEST: COUNTRYWIDE CREDIT INDUSTRIES, INC.
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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ATTEST: COUNTRYWIDE INVESTMENT TRUST
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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ATTEST: COUNTRYWIDE TAX-FREE TRUST
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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ATTEST: COUNTRYWIDE STRATEGIC TRUST
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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