EXHIBIT 99.5
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of June 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 ALTERNATIVE LOAN
TRUST 2006-23CB ("Assignee"), pursuant to a Pooling and Servicing Agreement
dated as of June 1, 2006 (the "Pooling and Servicing Agreement") among CWALT,
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:
WHEREAS, effective as of June 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
certain confirmations, each with a Trade Date of June 28, 2006 and a UBS AG,
LONDON BRANCH reference number of 37362733, one for the benefit of the Class
1-A-3 Certificates, one for the benefit of the Class 1-A-9 Certificates and
one for the benefit of the Class 1-A-10, which, upon assignment to the
Assignee hereunder shall be rebooked with the Assignee as the Counterparty and
with reference numbers 37397661, 37397658 and 37397660 (the "Confirmations"),
respectively, copies of the Confirmations before the assignment hereunder 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 June 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 the Fixed Amount in accordance with the terms of each
Assigned Transaction and Confirmation.
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 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; 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. 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. 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;
2
(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.
7. 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 an
"Additional Provision" number (xxviii):
"Regulation AB Compliance. UBS AG and Counterparty agree that the
terms of the Item 1115 Agreement dated as of June 26, 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 Party B 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 June 26, 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.
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: Xxxxx Xxxx, 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 2006-23CB or such
other address as may be hereafter furnished in writing to Assignor and
Remaining Party; and (iii) in 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.
3
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 580784
Attn: Xxxxxxx X. Xxxxxx 212-815- 6093
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.
4
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement as of the date first above written.
UBS AG, LONDON BRANCH
By: /S/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-------------------------------------------
Title: Director and Counsel
------------------------------------------
UBS AG, LONDON BRANCH
By: /S/ Xxxx Xxxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxxx
-------------------------------------------
Title: Director
------------------------------------------
THE BANK OF NEW YORK, NOT IN AN INDIVIDUAL
CAPACITY, BUT AS TRUSTEE FOR ALTERNATIVE LOAN
TRUST 2006-23CB
By: /S/ Xxxxxxx Xxxxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxxxx
-------------------------------------------
Title: Assistant Treasurer
------------------------------------------
UBS REAL ESTATE SECURITIES, INC.
By: /S/ Xxxxx Stagowitz
---------------------------------------------
Name: Xxxxx Stagowitz
-------------------------------------------
Title: Managing Director
------------------------------------------
By: /S/ Xxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxx Xxxxx
-------------------------------------------
Title: Associate Director
------------------------------------------
5
