Exhibit 99.6
ASSIGNMENT AGREEMENT, dated as of June 30, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK, NOT IN AN INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE FOR THE
SUPPLEMENTAL INTEREST TRUST FOR ALTERNATIVE LOAN TRUST 2006-J4 ("Assignee"),
pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (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 BANK OF AMERICA, N.A. ("Remaining
Party").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, effective as of June 30, 2006, 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 May 17, 2006 whose BANK OF
AMERICA, N.A. reference number is 4571385 / 4571384 (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 June 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
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 Transactions and the
Confirmations shall form a part of, and be subject to, the ISDA Form Master
Agreement, as if Assignee and Remaining Party had executed such agreement on
the trade date of the applicable Transaction (the "Assignee Agreement"). The
Confirmations, together with all other documents referring to the ISDA Form
Master Agreement 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
Master Agreement.
6. Additional Provision. Each party hereby agrees that the
Confirmation and thus the Assigned Transaction are each hereby amended as
follows:
(a) The following additional provision shall be added as a
new Section 6:
"Regulation AB Compliance. Party A and Party B
agree that the terms of the Item 1115 Agreement
dated as of March 27, 2006 (the "Regulation AB
Agreement"), between Countrywide Home Loans, Inc.,
CWABS, INC., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc.
and Bank of America, N.A. shall be incorporated by
reference into this Agreement so that Party B 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 March 27, 2006,
between Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc.,
CWALT, Inc., CWHEQ,
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Inc. and Bank of America, N.A., 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; except as
enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, receivership,
conservatorship or other laws affecting the enforcement of
creditors' rights generally or by general equity principles.
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 without
reference to the conflict of laws provisions thereof (except Section 5-1401
and 5-1402 of the New York General Obligations Law).
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: Xxxxx Xxxxxx, 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-J4 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: Bank of America, N.A.
000 Xxxxx Xxxxxx Xxxxx - Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
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Attention: Swap Operations
Telex No. 000-000-0000
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 580792
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.
COUNTRYWIDE HOME LOANS, INC.
By: /S/ Xxxxx Xxxxxx
-----------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK, NOT IN AN INDIVIDUAL
CAPACITY, BUT AS TRUSTEE FOR THE SUPPLEMENTAL
INTEREST TRUST FOR ALTERNATIVE LOAN TRUST
2006-J4
By: /S/ Xxxxxxx Xxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Treasurer
BANK OF AMERICA, N.A..
By: /S/ Xxxxxxxx Xxxxx
------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
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