EXHIBIT 99.5
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The Class 2-A-2A Swap Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of September 29, 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-OC8,
pursuant to a Swap Contract Administration Agreement (the "Swap Contract
Administration Agreement") dated as of September 29, 2006, and BARCLAYS BANK
PLC ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of September 29, 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 September 25, 2006, (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 17, 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 September 29,
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.
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-OC8 dated as of
September 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 (the "Pooling and Servicing
Agreement").
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
September 29, 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.
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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: Xxxxxx Xxxxx, 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-OC8 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: 0 Xxx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
X00 0XX
Attention: London Department - Derivative Documentation
Tel No. 00(00) 000 00000
Fax No. 00(00) 000 00000
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 501378
Attn: Xxxxxxx X. Xxxxxx 212-815- 6093
Fax: 000-000-0000
11. 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 Xxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, AS SWAP CONTRACT
ADMINISTRATOR FOR CWALT, INC.
ALTERNATIVE LOAN TRUST 2006-OC8
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Treasurer
BARCLAYS BANK PLC
By: /s/ Xxx Xxx Pamo
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Name: Xxx Xxx Pamo
Title: Associate Director
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