EXHIBIT 99.4
The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of November 15, 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 Alternative Loan Trust 2006-OC9, pursuant to a
Swap Contract Administration Agreement (the "Swap Contract Administration
Agreement") dated as of November 15, 2006, and BNP PARIBAS ("Remaining Party").
W I T N E S S E T H:
WHEREAS, effective as of November 15, 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 November 3, 2006, whose BNP PARIBAS reference
number is 2213833/MD2213833, (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 May 28, 1996, as amended or supplemented from time to time (the "Existing
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 November 15, 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 Upfront Amount 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-OC9 dated as
of October 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
November 15, 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 indemnify and hold harmless
Assignor with respect to any and all claims arising under the Assigned
Transaction on or after the Effective Date.
2
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 Existing 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: Xxxxxxx Xxxxxxxxxxxx, 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-OC9 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: BNP Paribas, 000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 XXX
Attention: Legal and Transaction Management Group - ISDA
Telephone x(000) 000-0000
No:
Facsimile x(000) 000-0000
No:
with a copy to:
Address: BNP Paribas, Paris, 0 Xxx Xxxxxxxx, 00000 Xxxxx
Attention: Legal and Transaction Management Group - ISDA
Telephone +(33) (0) 0 0000 0000
No:
Facsimile +(33) (0) 0 0000 0000 / 7511
No:
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 501552
Attn: Xxxxxxx Xxxxxx 000-000-0000
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, The Bank of New York,
as Swap Contract Administrator for CWALT, Inc. Alternative Loan
Trust 2006-OC9 (the "Swap Contract Administrator"), pursuant to a
Swap Contract Administration
3
Agreement, hereby assigns back 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.
(b) 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.
(c) 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
(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 in accordance with Section 6(e)(ii)(1) of the Existing
Master Agreement, with Market Quotation and Second Method being the
applicable method for determining the termination payment and, for
purposes of this Section 11(c)(iii) only, Countrywide Home Loans
Inc. shall be the sole Affected Party and the Assigned Transaction
the sole Affected Transaction. 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 Existing
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.
4
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 Xxxxxxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
-------------------------------------
Title: Senior Vice President
------------------------------------
THE BANK OF NEW YORK, AS SWAP CONTRACT
ADMINISTRATOR FOR ALTERNATIVE LOAN TRUST
2006-OC9
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
-------------------------------------
Title: Assistant Treasurer
------------------------------------
BNP PARIBAS
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
-------------------------------------
Title: Authorized Signatory
------------------------------------
By: /s/ Xxxxxxxxx Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxx Xxxxxx
-------------------------------------
Title: Authorized Signatory
------------------------------------
5
