ASSIGNMENT AGREEMENT
EXHIBIT
99.2
ASSIGNMENT
AGREEMENT, dated as of February 28, 2007 (“Assignment Agreement”), among
COUNTRYWIDE HOME LOANS, INC. (“Assignor”), THE BANK OF NEW YORK, NOT IN AN
INDIVIDUAL CAPACITY, BUT AS TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST FOR
ALTERNATIVE LOAN TRUST 2007-J1 (“Assignee”), pursuant to a pooling and servicing
agreement dated as of February 1, 2007 (the “Pooling and Servicing Agreement”)
among CWALT, Inc., as depositor, Assignor, 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, and Assignee, as trustee, and
BEAR
XXXXXXX FINANCIAL PRODUCTS INC. (“Remaining Party”).
W
I T
N E S S E T H:
WHEREAS,
effective as of February 28, 2007, Assignor desires to assign all of its rights
and delegate all of its duties and obligations to Assignee under that certain
Transaction (the “Assigned Transaction”) as evidenced by that certain
confirmation with a Trade Date of February 1, 2007 whose BEAR XXXXXXX FINANCIAL
PRODUCTS INC. reference number is FXNEC9158 (the “Confirmation”), a copy of
which is attached hereto as Exhibit I;
WHEREAS,
Assignor and Remaining Party executed and delivered the Confirmation in
connection with an ISDA Master Agreement (Multicurrency—Cross Border) form (the
“ISDA Form Master Agreement”);
WHEREAS,
Assignee desires to accept the assignment of rights and assume the delegation
of
duties and obligations of the Assignor under the Assigned Transaction and the
Confirmation, including any modifications that may be agreed to by Assignee
and
Remaining Party; and
WHEREAS,
Assignor desires to obtain the written consent of Remaining Party to the
assignment, delegation, and assumption and Remaining Party desires to grant
such
consent in accordance with the terms hereof;
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein
contained and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Assignment
and Assumption. Effective as of and from February 28, 2007 (the
“Effective Date”), Assignor hereby assigns all of its rights and delegates all
of its duties and obligations to Assignee and Assignee hereby assumes all
Assignor’s rights, duties, and obligations under the Assigned Transaction and
the Confirmation arising on or after the Effective Date.
2. Release. Effective
as of and from the Effective Date, Remaining Party and Assignor hereby release
one another from all duties and obligations owed under and in respect of the
Assigned Transaction and the Confirmation, and Assignor hereby terminates its
rights under and in respect of the Assigned Transaction; provided, that such
release shall not affect Assignor’s obligation to pay the Fixed Amount (Premium)
in accordance with the terms of the Assigned Transaction and the
Confirmation.
3. Limitation
on Liability. Assignor and Remaining Party agree to the
following: (a) the sole recourse in respect of the obligations of Assignee
hereunder and under the Assigned Transaction shall be to the Trust Fund (as
defined in the Pooling and Servicing Agreement); (b) The Bank of New York
(“BNY”) is entering into this Assignment Agreement solely in its capacity as
trustee on behalf of the Supplemental Interest Trust and not in its individual
capacity under the Pooling and Servicing Agreement; and (c) in no case shall
BNY
(or any person acting as successor trustee under the Pooling and Servicing
Agreement) be personally liable for or on account of any of the statements,
representations, warranties, covenants or obligations stated to be those of
Assignee under the terms of the Assigned Transaction, all such liability, if
any, being expressly waived by Assignor and Remaining Party and any person
claiming by, through or under either such party.
4. Consent
and Acknowledgment of Remaining Party. Remaining Party hereby
consents to the assignment and delegation by Assignor to Assignee of all the
rights, duties, and obligations of Assignor under the Assigned Transaction
pursuant to this Assignment Agreement. In addition, Remaining Party
hereby acknowledges that the responsibilities of Assignee under the Assigned
Transaction and the Confirmation will be performed on its behalf by Countrywide
Home Loans Servicing LP, as master servicer under the Pooling and Servicing
Agreement.
5. Governing
Agreement. The Assigned Transaction and the Confirmation shall
form a part of, and be subject to, the Master Agreement (Multicurrency – Cross
Border) (the “ISDA Form”) in the form published by the International Swaps and
Derivatives Association, Inc. (“ISDA”), as if Assignee and Remaining Party had
executed such an agreement (but without any Schedule except for the election
of
the laws of the State of New York as the governing law, United States Dollars
as
the Termination Currency and such other elections as provided in the
Confirmation) on the Trade Date of the first Transaction between Assignee and
Remaining Party (the “Assignee Agreement”). The Confirmation,
together with all other documents referring to the ISDA Form confirming
transactions entered into between Assignee and Remaining Party, shall form
a
part of, and be subject to, the Assignee Agreement. For the purposes
of this paragraph, capitalized terms used herein and not otherwise defined
shall
have the meanings assigned in the ISDA Form.
6. Additional
Provision. Each party hereby agrees that the Confirmation
and thus the Assigned Transaction are each hereby amended as
follows:
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(a)
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The
following additional provision shall be added as a new Section
6:
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“Regulation
AB Compliance. BSFP 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 Xxxxxxx 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 Agreement is attached hereto as Annex A.”
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(b) The
Item 1115 Agreement dated as of January 30, 2006, between Countrywide Home
Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and Bear Xxxxxxx
Financial Products Inc., a copy of which is attached hereto as Exhibit II,
shall
be added as Annex A.
7. Representations. Each
party hereby represents and warrants to the other parties as
follows:
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(a)
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It
is duly organized, validly existing and in good standing under the
laws of
its jurisdiction of organization or
incorporation;
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(b)
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It
has the power to execute and deliver this Assignment Agreement;
and
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(c)
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Its
obligations under this Assignment Agreement constitute its legal,
valid
and binding obligations, enforceable in accordance with their respective
terms.
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As
of the
Effective Date, each of Assignor and Remaining Party represents that no event
or
condition has occurred that constitutes an Event of Default, a Potential Event
of Default or, to the party’s knowledge, a Termination Event (as such terms are
defined in the Confirmation and Assignee Agreement), with respect to the party,
and no such event would occur as a result of the party’s entering into or
performing its obligations under this Assignment Agreement.
8. Indemnity. Each
of Assignor and Remaining Party hereby agrees to indemnify and hold harmless
Assignee with respect to any and all claims arising under the Assigned
Transaction prior to the Effective Date. Each of Assignee (subject to
the limitations set forth in paragraph 3 above) and Remaining Party hereby
agrees to indemnify and hold harmless Assignor with respect to any and all
claims arising under the Assigned Transaction on or after the Effective
Date.
9. Governing
Law. This Assignment Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
10. Notices. For
the purposes of this Assignment Agreement and Section 12(a) of the ISDA Form
Master Agreement of the Assigned Transaction, the addresses for notices or
communications are as follows: (i) in the case of Assignor,
Countrywide Home Loans, Inc., 0000 Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000,
Attention: Xxxxxx Xxxxx, with a copy to the same address,
Attention: Legal Department, or such other address as may be
hereafter furnished in writing to Assignee and Remaining Party; (ii) in the
case
of Assignee, The Bank of New York, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Corporate Trust MBS Administration, CWALT, Series 2007-J1
or such other address as may be hereafter furnished in writing to Assignor
and
Remaining Party; and (iii) in the case of Remaining Party,
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Address:
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000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
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Attention:
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DPC
Manager – 36th
Floor
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Telex
No.
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000-000-0000
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3
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copy
to:
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Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000
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Attention:
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Derivative
Operations – 7th
Floor
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Telex
No:
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000-000-0000
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such
other address as may be hereafter furnished in writing to Assignor and
Assignee.
11. Payments. All
payments (if any) remitted by Remaining Party under the Assigned Transaction
shall be made by wire transfer according to the following
instructions:
The
Bank
of New York
New
York,
NY
ABA
#
000-000-000
GLA
#
111-565
For
Further Credit: TAS A/C 540388
Attn:
Xxxxxxx X. Xxxxxx 212-815- 6093
Fax: 000-000-0000
12. Counterparts. This
Assignment Agreement may be executed and delivered in counterparts (including
by
facsimile transmission), each of which when executed shall be deemed to be
an
original but all of which taken together shall constitute one and the same
instrument.
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IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as
of the date first above written.
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COUNTRYWIDE
HOME LOANS, INC.
By: /s/
Xxxxxxx Xxxxxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxxxxx
Title: Managing
Director
THE
BANK OF NEW YORK, NOT IN AN INDIVIDUAL CAPACITY, BUT AS TRUSTEE FOR
THE
SUPPLEMENTAL INTEREST TRUST FOR ALTERNATIVE LOAN TRUST
2007-J1
By: /s/
Xxxxxxx Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Assistant
Treasurer
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
By: /s/
Xxxxx Xxxxxxxx
Name: Xxxxx
Xxxxxxxx
Title: Authorized
Signatory
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