EXHIBIT 99.5
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The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of February 28, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK ("Assignee"), as Corridor Contract Administrator for CWMBS, Inc.
Alternative Loan Trust 2006-8T1, pursuant to a Corridor Contract
Administration Agreement (the "Corridor Contract Administration Agreement")
dated as of February 28, 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 February 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
a certain amended confirmation with a Trade Date of February 14, 2006, whose
BEAR XXXXXXX FINANCIAL PRODUCTS INC. reference number is FXNEC7879 and a
certain amended confirmation with a Trade Date of February 14, 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
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 February 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 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 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
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"Regulation AB Compliance. Party A and Party B 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 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 January 30, 2006, between
Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc.,
CWHEQ, Inc.
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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 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, Countrywide Home Loans, Inc., 0000 Xxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxx Xxxxxxx, Xx., 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, CWMBS, Series 2006-7 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
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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:
The Bank of New York
New York, NY
ABA # 000-000-000
GLA # 111-565
For Further Credit: TAS A/C 530223
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/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Senior Vice President
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THE BANK OF NEW YORK, AS CORRIDOR
CONTRACT ADMINISTRATOR FOR CWALT, INC.
ALTERNATIVE LOAN TRUST, SERIES 2006-8T1
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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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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