EXHIBIT 99.4
The Assignment Agreement
Exhibit 99.4
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of December 29, 2006 ("Assignment
Agreement"), among UBS REAL ESTATE SECURITIES, INC. ("Assignor"), THE BANK OF
NEW YORK, NOT IN AN INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE OF THE
SUPPLEMENTAL INTEREST TRUST FOR CWALT, INC., ALTERNATIVE LOAN TRUST 2006-43CB
("Assignee"), pursuant to a Pooling and Servicing Agreement dated as of December
1, 2006 (the "Pooling and Servicing Agreement") among CWALT, Inc., as depositor,
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, and Assignee, as trustee, and UBS AG, LONDON
BRANCH ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of December 29, 2006 Assignor desires to assign all
of its rights and delegate all of its duties and obligations to Assignee under
those certain Transactions (the "Assigned Transactions") as evidenced by a
certain confirmation with a Trade Date of November 9, 2006 whose UBS AG, LONDON
BRANCH reference number is 37501783 and a certain confirmation with a Trade Date
of November 10, 2006 whose UBS AG, LONDON BRANCH reference number is 37503107
(each, a "Confirmation" and collectively, the "Confirmations"), copies of which
are attached hereto as Exhibit I (each of which, upon assignment to the Assignee
hereunder shall be rebooked with the Assignee as the Counterparty and with
reference numbers 37539332 and 37539345, respectively);
WHEREAS, Assignor and Remaining Party executed and delivered the
Confirmations 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
Transactions and the Confirmations, 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 December 29, 2006
(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 Transactions and
the Confirmations 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 Transactions and the Confirmations, and
Assignor hereby terminates its rights under and in respect of the Assigned
Transactions; provided, that such release shall not affect Assignor's obligation
to pay each Fixed Amount (Premium) in accordance with the terms of the Assigned
Transactions and the Confirmations.
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 Transactions 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 of the Supplemental Interest Trust under the Pooling and Servicing
Agreement and not in its individual capacity; 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 Transactions, all such liability, if
any, being expressly waived by Assignor and Remaining Party and any person
claiming by, through or under either such party; provided, however, that nothing
in this paragraph shall relieve BNY from performing its duties and obligations
under the Pooling and Servicing Agreement in accordance with the standard of
care set forth therein.
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 Transactions
pursuant to this Assignment Agreement.
5. Governing Agreement. The Assigned Transactions and the Confirmations
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
Confirmations) on the trade date of the first Transaction between Assignee and
Remaining Party (the "Assignee Agreement"). The Confirmations, 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. As of the Effective Date, Asignee and Remaining
Party hereby agree that the Confirmations and thus the Assigned Transactions are
each hereby amended as follows:
(a) The following additional provision shall be added as an "Additional
Provision" number (xxx):
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"Regulation AB Compliance. UBS AG and Counterparty agree that
the terms of the Item 1115 Agreement dated as of December 27,
2006 (the "Regulation AB Agreement"), between Countrywide Home
Loans, Inc., CWABS, INC., CWALT, Inc., CWMBS, Inc., CWHEQ,
Inc. and UBS AG, London Branch 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."
(b) The Item 1115 Agreement dated as of December 27, 2006, between
Countrywide Home Loans, Inc., CWABS, INC., CWALT, Inc., CWMBS, Inc.,
CWHEQ, Inc. and UBS AG, London Branch, 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:
(a) It is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization or incorporation;
(b) It has the power to execute and deliver this Assignment Agreement;
and
(c) Its obligations under this Assignment Agreement constitute its
legal, valid and binding obligations, enforceable in accordance with
their respective terms.
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 Confirmations 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. Assignor hereby agrees to indemnify and hold harmless
Assignee with respect to any and all claims arising under the Assigned
Transactions prior to the Effective Date. Assignee (subject to the limitations
set forth in paragraph 3 above) hereby agrees to indemnify and hold harmless
Assignor with respect to any and all claims arising under the Assigned
Transactions 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 Transactions, the
addresses for notices or communications are as follows: (i) in the case of
Assignor, UBS Real Estate Securities Inc., 0000 Xxx Xx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Xxxx Xxxxx, 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 2006-43CB or such
other address as may be hereafter furnished in writing to Assignor and Remaining
Party; and (iii) in
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the case of Remaining Party, UBS AG, London Branch, Xxxxxxxx Xxxxxx, Xxxxxx,
XX0X 0XX or 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 Transactions 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 501673
Attn: Xxxxxxx Xxxxxx 000-000-0000
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.
UBS REAL ESTATE SECURITIES, INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Associate Director
UBS REAL ESTATE SECURITIES, INC.
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Associate Director
THE BANK OF NEW YORK, NOT IN AN
INDIVIDUAL CAPACITY, BUT AS TRUSTEE
FOR THE SUPPLEMENTAL INTEREST TRUST
FOR CWALT, INC., ALTERNATIVE LOAN
TRUST 2006-43CB
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Assistant Treasurer
UBS AG, LONDON BRANCH
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Director and Counsel
Region Americas Legal
Fixed Income Section
UBS AG, LONDON BRANCH
By: /s/ Raha Ramezahi
-----------------------
Name: Raha Ramezahi
Title: Director
Region Americas Legal
Fixed Income Section
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