EXHIBIT 99.4
The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of August 30, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK ("Assignee"), not in its individual or corporate capacity but solely as
Swap Contract Administrator for CWALT, Inc. Alternative Loan Trust 2006-OC7,
pursuant to a Swap Contract Administration Agreement (the "Swap Contract
Administration Agreement") dated as of August 30, 2006, and XXXXXX BROTHERS
SPECIAL FINANCING INC. ("Remaining Party").
W I T N E S S E T H:
WHEREAS, effective as of August 30, 2006, Assignor desires to assign all
of its rights and delegate all of its duties and obligations to Assignee under a
certain Transaction (the "Assigned Transaction") as evidenced by a certain
confirmation with a Trade Date of August 24, 2006, whose XXXXXX BROTHERS SPECIAL
FINANCING INC. reference number is Global ID: 2640101, (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, and as part of, the ISDA Master Agreement dated
as of June 6, 1996, as amended or supplemented from time to time (the "Old
Master Agreement"), between Assignor and Remaining Party;
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 August 30, 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 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
Remaining Party's obligation to pay the Additional Payment 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 Bank of New York ("BNY") is entering into this Assignment
Agreement not in its individual or corporate capacity, but solely in its
capacity as Swap Contract Administrator under the Swap Contract Administration
Agreement; (b) in no case shall BNY (or any person acting as successor Swap
Contract Administrator under the Swap Contract Administration 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; and (c) recourse against BNY shall be limited to the
assets available under the Swap Contract Administration Agreement or the Pooling
and Servicing Agreement for CWALT, Inc. Alternative Loan Trust 2006-OC7 dated as
of August 1, 2006 among CWALT, Inc. as depositor, Park Granada LLC, as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans, Inc. as a seller, Countrywide Home Loans Servicing LP, as master
servicer, and BNY, as trustee.
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.
5. Governing Agreement. The Assigned Transaction and the Confirmation
shall form a part of, and be subject to, the ISDA Master Agreement dated as of
August 30, 2006, as amended or supplemented from time to time (the "New Master
Agreement"), between Assignee and Remaining Party. The Confirmation shall form a
part of, and be subject to, the New Master Agreement.
6. 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 Confirmation and the New Master 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.
7. Indemnity. Assignor 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. Assignee (subject to the limitations
set forth in paragraph 3 above) hereby agrees to
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indemnify and hold harmless Assignor with respect to any and all claims arising
under the Assigned Transaction on or after the Effective Date.
8. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to the conflict of laws provisions thereof (except Section 5-1401 and 5-1402 of
the New York General Obligations Law).
9. Notices. For the purposes of this Assignment Agreement and Section
12(a) of the Old Master Agreement and New Master Agreement, as applicable, 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: Xxxx Xxxxxxx, Xx., 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 2006-OC7 or such other address as may be
hereafter furnished in writing to Assignor and Remaining Party; and (iii) in the
case of Remaining Party,
Address: Xxxxxx Brothers Special Financing Inc.
c/x Xxxxxx Brothers Inc.
Transaction Management Group
Corporate Advisory Division
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Documentation Manager
Tel No. (000) 000-0000
Fax No. (000) 000-0000
or such other address as may be hereafter furnished in writing to Assignor
and Assignee.
10. 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 580963
Attn: Xxxxxxx Xxxxxx 212-815- 6093
Fax: 000-000-0000
11. Optional Termination.
(a) Upon the occurrence of an Optional Termination pursuant to Section
9.01 of the Pooling and Servicing Agreement dated as of August 1,
2006 among CWALT, Inc. as depositor, Park Granada LLC, as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans, Inc. as a seller,
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Countrywide Home Loans Servicing LP, as master servicer, and The
Bank of New York, as trustee (the "Pooling and Servicing
Agreement"), the definition of Notional Amount in the Confirmation
shall be deleted in its entirety and replaced with the following:
"With respect to each Calculation Period the amount set forth for
such period in Appendix A attached hereto multiplied by a factor.
The factor will be set at the time of the Optional Termination to be
the quotient of (i) the Notional Amount immediately prior to the
Optional Termination (which for avoidance of doubt was the lesser of
(a) the amount set forth for such period in Appendix A attached
hereto and (b) the aggregate Principal Balance of the Reference
Assets immediately prior to the Optional Termination) divided by
(ii) the corresponding amount set forth for such period in Appendix
A."
(b) Upon the occurrence of an Optional Termination pursuant to Section
9.01 of the Pooling and Servicing Agreement, The Bank of New York,
as Swap Contract Administrator for CWALT, Inc. Alternative Loan
Trust 2006-OC7 (the "Swap Contract Administrator"), pursuant to a
Swap Contract Administration Agreement, hereby assigns all of its
rights and delegates all of its duties and obligations to
Countrywide Home Loans, Inc., and Countrywide Home Loans, Inc.
hereby assumes all of the Swap Contract Administrator's rights,
duties, and obligations, under the Assigned Transaction and the
Confirmation arising on or after the date on which the Trust Fund
(as defined in the Pooling and Servicing Agreement) is terminated
pursuant to the terms thereof.
(c) Effective as of and from the date on which the Trust Fund is
terminated pursuant to the terms thereof, Remaining Party and the
Swap Contract Administrator hereby release one another from all
duties and obligations owed under and in respect of the Assigned
Transaction and the Confirmation, and the Swap Contract
Administrator hereby terminates its rights under and in respect of
the Assigned Transaction. Remaining Party hereby consents to the
assignment and delegation by the Swap Contract Administrator to
Countrywide Home Loans, Inc. of all the rights, duties, and
obligations of the Swap Contract Administrator under the Assigned
Transaction pursuant to this Assignment Agreement.
(d) Effective as of and from the date on which the Trust Fund is
terminated pursuant to the terms thereof, Remaining Party hereby
agrees that Countrywide Home Loans, Inc. may do one of the following
with the Swap Contract Administrator's rights, duties, and
obligations, under the Assigned Transaction and the Confirmation
arising on or about the date on which the Trust Fund is terminated
pursuant to the terms thereof:
(i) retain such rights, duties, and obligations;
(ii) assign all of its rights and delegates all of its duties and
obligations to a third party effective upon the receipt of written
consent from Remaining Party to such assignment; or
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(iii) terminate the Assigned Transaction by giving three Business
Days' prior notice to Remaining Party (the "Optional Termination
Date"). On the Optional Termination Date, if any, a termination
payment (if any) shall be payable by the applicable party as
determined by the Calculation Agent by the application of Section
6(e)(ii) of the Agreement, with Market Quotation and Second Method
being the applicable method for determining the termination payment.
The exercise of the right to terminate under this provision, shall
not be an Event of Default under any of the other Transactions that
are part of the Old Master Agreement. For purposes of the Optional
Termination Date, Countrywide Home Loans, Inc. shall be the sole
Affected Party.
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.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxxx
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Title: Managing Director
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THE BANK OF NEW YORK, AS SWAP
CONTRACT ADMINISTRATOR FOR CWALT,
INC. ALTERNATIVE LOAN TRUST 2006-OC7
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Assistant Treasurer
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XXXXXX BROTHERS SPECIAL FINANCING INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: Authorized Signatory
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