EXHIBIT 99.4
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The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of December 29, 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-OC11,
pursuant to a Swap Contract Administration Agreement (the "Swap Contract
Administration Agreement") dated as of December 29, 2006, and DEUTSCHE BANK
AG, NEW YORK BRANCH ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of December 29, 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 December 15, 2006, whose DEUTSCHE
BANK AG, NEW YORK BRANCH reference number is N546958N, (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 July 18, 1996, as amended or supplemented from time to time (the
"Existing 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 December 29,
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
Remaining Party'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-OC11 dated as of December 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 (the "Pooling and
Servicing Agreement").
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
December 29, 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
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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.
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 Existing 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: Xxxxxxx Xxxxxxxxxxxx, 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-OC11
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: Deutsche Bank AG, New York
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
With a copy Deutsche Bank AG, Head Office
to: Xxxxxxxxxxxx 00
00000 Xxxxxxxxx
XXXXXXX
Attention: Legal Department
Telex No: 411836 or 416731 or 41233
Answerback: DBF-D
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 50672
Attn: Xxxxxxx Xxxxxx 000-000-0000
Fax: 000-000-0000
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11. Optional Termination.
(a) Upon the occurrence of an Optional Termination pursuant to Section
9.01 of the Pooling and Servicing Agreement, the definition of
Notional 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, BNY, as Swap Contract
Administrator for CWALT, Inc. Alternative Loan Trust 2006-OC11
(the "Swap Contract Administrator"), pursuant to a Swap Contract
Administration Agreement, hereby assigns back 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;
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(ii) assign 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
(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 Existing Master 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 Existing 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.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as of the date first above written.
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COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
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Title: Senior Vice President
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THE BANK OF NEW YORK, AS SWAP CONTRACT
ADMINISTRATOR FOR CWALT, INC. ALTERNATIVE LOAN
TRUST 2006-OC11
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: Assistant Treasurer
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DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Director
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By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Legal Counsel
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