EXHIBIT 99.4
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ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of February 28, 2006 ("Assignment
Agreement"), among UBS REAL ESTATE SECURITIES, INC. ("Assignor"), THE BANK OF
NEW YORK, NOT IN AN INDIVIDUAL CAPACITY, BUT AS TRUSTEE FOR THE SUPPLEMENTAL
INTEREST TRUST FOR CWMBS, INC., CHL MORTGAGE PASS-THROUGH TRUST 2006-OA5
("Assignee"), pursuant to a Pooling and Servicing Agreement dated as of
February 1, 2006 (the "Pooling and Servicing Agreement") among CWMBS, 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 February 28, 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 amended confirmation with a Trade Date of February 28,
2006 whose UBS AG, LONDON BRANCH reference number is 37300379 and a certain
amended confirmation with a Trade Date of February 28, 2006 whose UBS AG,
LONDON BRANCH reference number is 37300400 (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
37304568 and 37304588, respectively);
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 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 February 28,
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 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 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 Confirmation) 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
February 24, 2006 (the "Regulation AB Agreement"), between
Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc.,
CWALT, 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 February 24, 2006,
between Countrywide Home Loans, Inc., CWABS, INC., CWMBS,
Inc., CWALT, 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: Xxxxxxx Xxxxxxx, 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, CWMBS, Series 2006-OA5
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 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 530236
Attn: Xxxxxx Xxx 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/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Associate Director
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THE BANK OF NEW YORK, NOT IN AN INDIVIDUAL
CAPACITY, BUT AS TRUSTEE FOR THE
SUPPLEMENTAL INTEREST TRUST FOR CWMBS,
INC., CHL MORTGAGE PASS-THROUGH TRUST
2006-OA5
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Assistant Treasurer
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UBS AG, LONDON BRANCH
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Director and Counsel,
Legal Americas Region,
Fixed Income Section
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UBS AG, LONDON BRANCH
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
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Title: Director, Region Americas
Legal, Fixed Income Section
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