EXHIBIT 99.7
The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of April 28, 2006 ("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 CWALT, Inc. Alternative Loan Trust 2006-OC3,
pursuant to a Swap Contract Administration Agreement (the "Swap Contract
Administration Agreement") dated as of April 28, 2006, and XXXXXX BROTHERS
SPECIAL FINANCING INC. ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of April 28, 2006, 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 April 21, 2006, whose XXXXXX BROTHERS
SPECIAL FINANCING INC. reference number is Global IDs: 2483827, 2483840 (the
"Confirmation"), a copy of which is attached hereto as Exhibit I;
WHEREAS, Assignor and Remaining Party executed and delivered the
Confirmation in connection with, and as part of, the ISDA Master Agreement
dated as of June 6, 1996, as amended or supplemented from time to time (the
"Old 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 Confirmation, 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 April 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
Transaction and the 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 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 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 CWALT, Inc. Alternative Loan Trust
2006-OC3 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 BNY, as trustee.
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. The Assigned Transaction and the Confirmation
shall form a part of, and be subject to, the ISDA Master Agreement dated as of
April 28, 2006, as amended or supplemented from time to time (the "New Master
Agreement"), between Assignee and Remaining Party. The Confirmation shall form
a part of, and be subject to, the New Master 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.
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 Confirmation and the New
Master 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.
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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 Old Master Agreement and New 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: 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, CWALT, Series 2006-OC3
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: Xxxxxx Brothers Special Financing Inc.
c/x Xxxxxx Brothers Inc.
Transaction Management Group
Corporate Advisory Division
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Documentation Manager
Tel No. (000) 000-0000
Fax No. (000) 000-0000
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 580665
Attn: Xxxxxx Xxx 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 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 definition
of Notional
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Amount in the Confirmation shall be deleted in its entirety and
replaced with the following:
"With respect to each Calculation Period the amount set forth for
such period in Appendix A attached hereto multiplied by a factor.
The factor will be set at the time of the Optional Termination to
be the quotient of (i) the Notional Amount immediately prior to
the Optional Termination (which for avoidance of doubt was the
lesser of (a) the amount set forth for such period in Appendix A
attached hereto) and (b) the aggregate Principal Balance of the
Reference Assets immediately prior to the Optional Termination)
divided by (ii) the corresponding amount set forth for such period
in Appendix A."
(b) Upon the occurrence of an Optional Termination pursuant to Section
9.01 of the Pooling and Servicing Agreement, The Bank of New York,
as Swap Contract Administrator for CWALT, Inc. Alternative Loan
Trust 2006-OC3 (the "Swap Contract Administrator"), pursuant to a
Swap Contract Administration Agreement, hereby assigns all of its
rights and delegates all of its duties and obligations to
Countrywide Home Loans, Inc., and Countrywide Home Loans, Inc.
hereby assumes all of the Swap Contract Administrator's rights,
duties, and obligations, under the Assigned Transaction and the
Confirmation arising on or after the date on which the Trust Fund
(as defined in the Pooling and Servicing Agreement) is terminated
pursuant to the terms thereof.
(c) Effective as of and from the date on which the Trust Fund is
terminated pursuant to the terms thereof, Remaining Party and the
Swap Contract Administrator hereby release one another from all
duties and obligations owed under and in respect of the Assigned
Transaction and the Confirmation, and the Swap Contract
Administrator hereby terminates its rights under and in respect of
the Assigned Transaction. Remaining Party hereby consents to the
assignment and delegation by the Swap Contract Administrator to
Countrywide Home Loans, Inc. of all the rights, duties, and
obligations of the Swap Contract Administrator under the Assigned
Transaction pursuant to this Assignment Agreement.
(d) Effective as of and from the date on which the Trust Fund is
terminated pursuant to the terms thereof, Remaining Party hereby
agrees that Countrywide Home Loans, Inc. may do one of the
following with the Swap Contract Administrator's rights, duties,
and obligations, under the Assigned Transaction and the
Confirmation arising on or about the date on which the Trust Fund
is terminated pursuant to the terms thereof:
(i) retain such rights, duties, and obligations;
(ii) assigns all of its rights and delegates all of its duties and
obligations to a third party effective upon the receipt of written
consent from Remaining Party to such assignment; or
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(iii) terminate the Assigned Transaction by giving three Business
Days' prior notice to Remaining Party (the "Optional Termination
Date"). On the Optional Termination Date, if any, a termination
payment (if any) shall be payable by the applicable party as
determined by the Calculation Agent by the application of Section
6(e)(ii) of the Agreement, with Market Quotation and Second Method
being the applicable method for determining the termination
payment. The exercise of the right to terminate under this
provision, shall not be an Event of Default under any of the other
Transactions that are part of the Old Master Agreement. For
purposes of the Optional Termination Date, Countrywide Home Loans,
Inc. shall be the sole Affected Party.
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/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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THE BANK OF NEW YORK, AS SWAP CONTRACT
ADMINISTRATOR FOR CWALT, INC. ALTERNATIVE LOAN
TRUST 2006-OC3
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Assistant Treasurer
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XXXXXX BROTHERS SPECIAL FINANCING INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: Xxxxxx Brothers Special Financing Inc.
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