EXHIBIT 99.5
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The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of May 30, 2006 ("Assignment Agreement"),
among CITIBANK N.A. NEW YORK BRANCH ("Assignor"), THE BANK OF NEW YORK
("Assignee"), as Contract Administrator for CWALT, Inc. Alternative Loan Trust
2006-21CB, pursuant to a Contract Administration Agreement (the "Contract
Administration Agreement") dated as of May 30, 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 May 30, 2006, Assignor desires to assign all of
its rights and delegate all of its duties and obligations to Assignee under
certain Transactions (the "Assigned Transactions") as evidenced by certain
Confirmations, one with a Trade Date of May 10, 2006, whose BEAR XXXXXXX
FINANCIAL PRODUCTS INC. reference number is FXNCC8229 and one with a Trade
Date of May 19, 2006, whose BEAR XXXXXXX FINANCIAL PRODUCTS INC. reference
number is FXNEC8279 (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 May 30, 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 Contract Administrator under the Contract
Administration Agreement; and (b) in no case shall BNY (or any person acting
as successor Contract Administrator under the 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 Transaction (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. 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 6:
"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.
7. Representations. Each party hereby represents and warrants to the
other parties as follows:
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(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, Citibank N.A. New York Branch, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, XX 00000, XXX, Attention: Confirmations Unit, 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
2006-21CB 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 Transactions shall be made by wire transfer according to the
following instructions:
The Bank of New York
3
New York, NY
ABA # 000-000-000
GLA # 111-565
For Further Credit: TAS A/C 580753
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.
CITIBANK N.A. NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxxx
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Title: Authorized Signatory
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THE BANK OF NEW YORK, AS CONTRACT ADMINISTRATOR
FOR CWALT, INC. ALTERNATIVE LOAN TRUST, SERIES
2006-21CB
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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