EXHIBIT 99.3
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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, NOT IN AN INDIVIDUAL CAPACITY, BUT AS TRUSTEE FOR THE SUPPLEMENTAL
INTEREST TRUST FOR ALTERNATIVE LOAN TRUST 2006-J3 ("Assignee"), pursuant to a
Pooling and Servicing Agreement dated as of April 1, 2006 (the "Pooling and
Servicing Agreement") among CWALT, Inc., as depositor, Assignor, 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
Assignee, as trustee, 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 April 28, 2006, Assignor desires to assign all
of its rights and delegate all of its duties and obligations to Assignee under
that certain Transaction (the "Assigned Transaction") as evidenced by a
certain confirmation with a Trade Date of April 17, 2006 whose BEAR XXXXXXX
FINANCIAL PRODUCTS INC. reference number is FXNEC8149 (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 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
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 each Fixed Amount (Premium) 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 sole recourse in respect of the obligations of Assignee
hereunder and under the Assigned Transaction shall be to the Trust Fund (as
defined in the Pooling and Servicing Agreement); (b) The Bank of New York
("BNY") is entering into this Assignment Agreement solely in its capacity as
trustee on behalf of the Supplemental Interest Trust and not in its individual
capacity under the Pooling and Servicing Agreement; and (c) in no case shall
BNY (or any person acting as successor trustee under the Pooling and Servicing
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.
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. In addition, Remaining Party hereby
acknowledges that the responsibilities of Assignee under the Assigned
Transaction and the Confirmation will be performed on its behalf by
Countrywide Home Loans Servicing LP, as master servicer under the Pooling and
Servicing Agreement.
5. Governing Agreement. The Assigned Transaction and the Confirmation
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 Confirmation) on the trade date of the first Transaction
between Assignee and Remaining Party (the "Assignee Agreement"). The
Confirmation, 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 Confirmation
and thus the Assigned Transaction 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
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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:
(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 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 Transaction prior to the Effective Date. Each of
Assignee (subject to the limitations set forth in paragraph 3 above) and
Remaining Party 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.
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 Transaction, 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: Xxxxx Xxxxxx, 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-J3 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
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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 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 580664
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/ 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, NOT IN AN INDIVIDUAL
CAPACITY, BUT AS TRUSTEE FOR THE SUPPLEMENTAL
INTEREST TRUST FOR ALTERNATIVE LOAN TRUST
2006-J3
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
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Title: Assistant Vice President
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BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Authorized Signatory
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