EXHIBIT 99.4
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The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of March 30, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK, NOT IN AN INDIVIDUAL CAPACITY, BUT AS TRUSTEE FOR THE SUPPLEMENTAL
INTEREST TRUST FOR ALTERNATIVE LOAN TRUST 2006-J2 ("Assignee"), pursuant to a
Pooling and Servicing Agreement dated as of March 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 BEAR XXXXXXX FINANCIAL PRODUCTS INC. ("Remaining
Party").
W I T N E S S E T H:
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WHEREAS, effective as of March 30, 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
(i) a certain confirmation with a Trade Date of February 17, 2006 whose BEAR
XXXXXXX FINANCIAL PRODUCTS INC. reference number is FXNEC7904, and (ii) a
certain confirmation with a Trade Date of March 3, 2006 whose BEAR XXXXXXX
FINANCIAL PRODUCTS INC. reference number is FXNEC7965 (each, a "Confirmation"
and collectively, the "Confirmations"), copies of which are attached hereto as
Exhibit I;
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 March 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
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 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 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.
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. In addition, Remaining
Party hereby acknowledges that the responsibilities of Assignee under the
Assigned Transactions and the Confirmations 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 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. Each party hereby agrees that the
Confirmations and thus the Assigned Transactions are each hereby amended as
follows:
(a) The following additional provision shall be added as a new
Section 6:
"Regulation AB Compliance. BSFP and Counterparty agree that the
terms of the Item 1115 Agreement dated as of January 30, 2006
(the
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"Regulation AB Agreement"), between Countrywide Home Loans,
Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and
Bear Xxxxxxx Financial Products Inc. 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 January 30, 2006, between
Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc.,
CWHEQ, Inc. and Bear Xxxxxxx Financial Products Inc., 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. 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 Transactions 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 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, 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-J2 or such
other address as may be hereafter furnished in writing to Assignor and
Remaining Party; and (iii) in the case of Remaining Party,
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Address: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC Manager - 36th Floor
Telex No. 000-000-0000
copy to: Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000
Attention: Derivative Operations - 7th Floor
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 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 580195
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.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
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Title: Senior Vice President
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THE BANK OF NEW YORK, NOT IN AN INDIVIDUAL
CAPACITY, BUT AS TRUSTEE FOR THE SUPPLEMENTAL
INTEREST TRUST FOR ALTERNATIVE LOAN TRUST
2006-J2
By: /s/ XxxXxxxx Xxxxxxx
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Name: XxxXxxxx Xxxxxxx
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Title: Assistant Treasurer
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BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Authorized Signatory
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