EXHIBIT 99.2
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of May 30, 2007 ("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 Alternative Loan Trust 2007-OH1, pursuant to a Swap
Contract Administration Agreement (the "Swap Contract Administration Agreement")
dated as of May 30, 2007, and BARCLAYS BANK PLC ("Remaining Party").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, effective as of May 30, 2007, 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 May 17, 2007, whose BARCLAYS BANK PLC
reference number is 1762254B (the "Old Confirmation"), a copy of which is
attached hereto as Exhibit I;
WHEREAS, Assignor and Remaining Party executed and delivered the Old
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 "Existing
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 Old Confirmation, including any modifications that may be
agreed to by Assignee and Remaining Party;
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; and
WHEREAS, following the assignment discussed above, Assignee and Remaining
Party desire to enter into a new confirmation to evidence the Assigned
Transaction between Assignee and Remaining Party, with a Trade Date of May 17,
2007 whose BARCLAYS BANK PLC reference number is 1762254B (the "New
Confirmation"), a copy of which is attached hereto as Exhibit II;
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 May 30, 2007 (the
"Effective Date"), Assignor hereby assigns all of its rights and delegates all
of its duties and obligations to Assignee (other than Assignor's obligation to
pay the Additional Payment under the Old Confirmation), and Assignee hereby
assumes all Assignor's rights, duties, and obligations, under the Assigned
Transaction and the Old 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 Old Confirmation, and
Assignor hereby terminates its rights under and in respect of the Assigned
Transaction; provided, that such release shall not affect Assignor's obligation
to pay the Additional Payment in accordance with the terms of the Assigned
Transaction and the Old Confirmation.
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 Alternative Loan Trust 2007-OH1 dated as of May 1,
2007 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 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. Following the assignment of the Assigned
Transaction pursuant to the terms hereof, Assignee and Remaining Party agree
that the terms of the New Confirmation shall govern the Assigned Transaction.
The New Confirmation 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 date of the Transaction (the "Assignee Agreement"). The New
Confirmation, 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.
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.
2
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 New Confirmation and the 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. 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.
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 Existing Master Agreement and the ISDA Form 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: Xxxxxxx Xxxxxxxxxxxx, 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, Inc., Series 2007-OH1 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 540888
3
Attn: Xxxxxxx Xxxxxx 000-000-0000
Fax: 000-000-0000
11. Optional Termination.
(a) Upon the occurrence of an Optional Termination pursuant to Section
9.01 of the Pooling and Servicing Agreement, Remaining Party and
Assignee hereby release one another from all duties and obligations
owed under and in respect of the Assigned Transaction and the New
Confirmation, other than any liabilities or obligations arising on
or prior to the final Distribution Date under the Pooling and
Servicing Agreement. Subject to the foregoing, and notwithstanding
the provisions of the Assignee Agreement, an Early Termination Date
in respect of the Assigned Transaction will occur on the final
Distribution Date under the Pooling and Servicing Agreement, as if
an Additional Termination Event had occurred with respect to
Remaining Party and Assignee as Affected Parties; provided, however,
that no amounts other than any Unpaid Amounts will be payable by
either party in connection with such Early Termination Date.
(b) Pursuant to a swaption transaction between Assignor and Remaining
Party with a trade date of May 30, 2007, a transaction evidenced by
a confirmation attached hereto as Exhibit III (the "Swaption
Confirmation") between Assignor and Remaining Party will become
effective with terms identical to the terms of the Assigned
Transaction (except as modified pursuant to the Swaption
Confirmation) for the period commencing on the Effective Date (as
defined in the Swaption Confirmation) and ending on the Termination
Date (as defined in the Swaption Confirmation).
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.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Managing Director
THE BANK OF NEW YORK, NOT IN ITS INDIVIDUAL
OR CORPORATE CAPACITY BUT SOLELY AS SWAP
CONTRACT ADMINISTRATOR FOR ALTERNATIVE LOAN
TRUST 2007-OH1
By: /s/ Xxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Assistant Treasurer
BARCLAYS BANK PLC
By: /s/ Xxxxx Xxxxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Authorized Signatory
5
