EXHIBIT 99.4
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A Swap Confirmation
Deutsche Bank
Aktiengesellschaft
To: THE BANK OF NEW YORK, not in its individual or corporate capacity but
solely as Trustee for the Supplemental Interest Trust for Alternative
Loan Trust 2006-HY11
Attn: Xxxxxx Xxx
Fax No: 000-000-0000
From: DEUTSCHE BANK AG, NEW YORK BRANCH
Date: April 28, 2006
Swap Transaction Confirmation
The purpose of this letter agreement ("Confirmation") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified
below (the "Transaction") between Deutsche Bank AG, New York Branch ("DBAG")
and The Bank of New York, not in its individual or corporate capacity but
solely as Trustee for the Supplemental Interest Trust for Alternative Loan
Trust 2006-HY11 ("Counterparty") created under the Pooling and Servicing
Agreement for Alternative Loan Trust 2006-HY11 dated as of April 1, 2006 among
CWALT, Inc. as depositor, Park Granada LLC, as a Seller, Park Monaco Inc., as
a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans, Inc. as a
seller, Countrywide Home Loans Servicing LP, as master servicer, and The Bank
of New York, as trustee (the "Pooling and Servicing Agreement").
The definitions and provisions contained in the 2000 ISDA Definitions (the
"2000 Definitions"), as published by the International Swaps and Derivatives
Association, Inc. ("ISDA") are incorporated into this Confirmation. In the
event of any inconsistency between the 2000 Definitions and this Confirmation,
this Confirmation will govern for the purposes of the Transaction. References
herein to a "Transaction" shall be deemed to be references to a "Swap
Transaction" for the purposes of the 2000 Definitions. Capitalized terms used
in this Confirmation and not defined in this Confirmation or the 2000
Definitions shall have the respective meaning assigned in the Agreement. Each
party hereto agrees to make payment to the other party hereto in accordance
with the provisions of this Confirmation and of the Agreement.
This Confirmation supersedes any previous Confirmation or other communication
with respect to the Transaction and evidences a complete and binding agreement
between you and us as to the terms of the Swap Transaction to with this
Confirmation relates. This Confirmation is subject to the terms and conditions
of the ISDA Master Agreement dated as of April 28, 2006, between each of DBAG
and Counterparty and shall form a part of and be subject to that ISDA Master
Agreement.
Capitalized terms used in this Confirmation and not defined in the
Agreement, this Confirmation
or the 2000 Definitions shall have the respective meaning assigned in the
Pooling and Servicing Agreement.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
General Terms
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Trade Date: April 24, 2006
Effective Date: April 28, 2006
Termination Date: The earlier to occur of (i) June 25,
2036, and (ii) the date upon which the
Notional Amount has been reduced to zero,
subject to adjustment in accordance with
the Following Business Day Convention.
Notional Amount: With respect to any Calculation Period,
the lesser of (i) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Due Date in the prior calendar
month (after giving effect to Principal
Prepayments received in the Prepayment
Period related to that prior Due Date) and
(ii) the aggregate Class Certificate
Balance of the Class A-1 Certificates
immediately prior to the Distribution Date
occurring in the calendar month in which
such Calculation Period ends.
Floating Amount I:
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Floating Rate I Payer: DBAG
Floating Rate I Payer Early Payment shall be applicable. For
Payment Dates: each Calculation Period, the Floating Rate
Payer Payment Date shall be the first
Business Day prior to the related Floating
Rate Payer Period End Date.
Floating Rate I Payer The 25th of each month in each year from
Period End Dates: (and including) May 25, 2006 to (and
including) the Termination Date, subject
to adjustment in accordance with the
Following Business Day Convention.
Floating Rate I Option: USD-LIBOR-BBA.
Designated Maturity: One Month
Spread: On or prior to the Optional Termination
Date (as defined in the Pooling and
Servicing Agreement), 0.12% and following
the Optional Termination Date (as defined
in the Pooling and Servicing Agreement),
0.24%.
Floating Rate I Day Actual/360
Count Fraction:
2
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days for Reset: London
Floating Amount II:
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Floating Rate II Payer: Counterparty
Floating Rate II Payer The 25th of each month in each year from
Payment Dates: (and including) May 25, 2006 to (and
including) the Termination Date, subject
to adjustment in accordance with the
Following Business Day Convention.
Floating Rate II: On or prior to the Optional Termination
Date (as defined in the Pooling and
Servicing Agreement) the lesser of (i) the
sum of (A) USD-LIBOR-BBA plus 0.12% and
(B) 0.1% and (ii) the Weighted Average
Adjusted Net Mortgage Rate (as defined in
the Pooling and Servicing Agreement).
Following the Optional Termination Date
(as defined in the Pooling and Servicing
Agreement) the lesser of (i) the sum of
(A) USD-LIBOR-BBA plus 0.24% and (B) 0.2%
and (ii) the Weighted Average Adjusted Net
Mortgage Rate (as defined in the Pooling
and Servicing Agreement).
Designated Maturity: One Month
Floating Rate II Day Actual/360
Count Fraction:
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days for Payments by New York.
Both Parties:
Amendment to Section 2(c) Notwithstanding anything to the contrary
of the Agreement: in Section 2(c) of the Agreement, amounts
that are payable with respect to
Calculation Periods which end in the same
calendar month (prior to any adjustment of
period end dates) shall be netted, as
provided in Section 2(c) of the Agreement,
even if such amounts are not due on the
same payment date. For avoidance of doubt
any payments pursuant to Section 6(e)
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of the Agreement shall not be subject to
netting.
Notwithstanding anything to the contrary
in this Confirmation, if for any
Calculation Period, Floating Amount I is
greater then Floating Amount II, than
DBAG's netted payment under this
Confirmation shall be the greater of (i)
zero and (ii) (a) (Floating Amount I minus
Floating Amount II) minus (b) the Class
A-1 Amount (as defined in the Pooling and
Servicing Agreement).
Procedural Terms:
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Account Details:
Payments to DBAG: Deutsche Bank Trust Company Americas,
New York
Acct# 01 473 969
Swift Code: XXXXXX00
Payments to The Bank of New York
Counterparty: New York, NY
ABA # 000-000-000
GLA # 111-565
For Further Credit: TAS A/C 580662
Attn: Xxxxxx Xxx 212-815-4800
Fax: 000-000-0000
Assignment: DBAG will not unreasonably withhold or
delay its consent to an assignment of this
Transaction to any other third party.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorized officer sign this Confirmation and return it
via facsimile to:
Attention: Derivative Documentation
Telephone: 00 00 0000 0000
Facsimile: 44 20 7545 9761
E-mail: xxxxxxxxxx.xxxxxxxxxxxxx@xx.xxx
This message will be the only form of Confirmation dispatched by us. If you
wish to exchange hard copy forms of this Confirmation, please contact us.
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For and on behalf of For and on behalf of
DEUTSCHE BANK AG, NEW YORK THE BANK OF NEW YORK, not in its
BRANCH individual or corporate capacity but solely
(RMBS Derivatives Desk) as Trustee for the Supplemental Interest
Trust for Alternative Loan Trust 2006-
HY11
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/s/ Xxxxxx Xxx /s/ Xxxxxx Xxxxxxxx
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Name: Cloris Ing Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President Title: Assistant Vice President
Date: April 28, 2006 Date: April 28, 2006
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/s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
Date: April 28, 2006
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