EXHIBIT 99.5
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The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of January 31, 2006 ("Assignment
Agreement"), among UBS AG, LONDON ("Assignor"), THE BANK OF NEW YORK
("Assignee"), as Corridor Contract Administrator for CWMBS, Inc. CHL Mortgage
Pass-Through 2006-3, pursuant to a Corridor Contract Administration Agreement
(the "Corridor Contract Administration Agreement") dated as of January 31,
2006, 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 January 31, 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 January 30, 2006 whose
BEAR XXXXXXX FINANCIAL PRODUCTS INC. reference number is FXNEC7826 and a
certain amended confirmation with a Trade Date of January 30, 2006 whose BEAR
XXXXXXX FINANCIAL PRODUCTS INC. reference number is XXXXX0000 (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
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 January 31, 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 Bank of New York ("BNY") is entering into this Assignment
Agreement solely in its capacity as Corridor Contract Administrator under the
Corridor Contract Administration Agreement; and (b) in no case shall BNY (or
any person acting as successor Corridor Contract Administrator under the
Corridor 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
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.
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 dates of
the Transactions (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. 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 a new Section
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"Regulation AB Compliance. BSFP and Counterparty agree that the
terms of the Item 1115 Agreement dated as of January 30, 2006
(the "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.
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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 and Remaining Party (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 AG, London, 000 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, 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 2006-3 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: 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 Transaction shall be made by wire transfer according to the
following instructions:
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The Bank of New York
New York, NY
ABA # 000-000-000
GLA # 111-565
For Further Credit: TAS A/C 530054
Attn: Xxx Xxxxx Xxxxxxx 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 AG, LONDON
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
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Title: Director
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UBS AG, LONDON
By: /s/ Xxxxxxxx XxXxxxxx
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Name: Xxxxxxxx XxXxxxxx
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Title: Associate Director
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THE BANK OF NEW YORK, AS CORRIDOR CONTRACT
ADMINISTRATOR FOR CHL MORTGAGE PASS-THROUGH,
SERIES 2006-3
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
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Title: Assistant Vice President
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BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: /s/ Xxxxx Marievitz
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Name: Xxxxx Marievitz
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Title: Authorized Signatory
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