EXHIBIT 99.4
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The Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of January 30, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK ("Assignee"), as Swap Contract Administrator for CWALT, Inc. Alternative
Loan Trust 2006-OC1, pursuant to a Swap Contract Administration Agreement (the
"Swap Contract Administration Agreement") dated as of January 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 January 30, 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 January 26, 2006, whose BEAR XXXXXXX
FINANCIAL PRODUCTS INC. reference number is FXCW061C1 (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 January 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
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 Upfront Amount 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 solely in its capacity as Swap Contract Administrator under the Swap
Contract Administration Agreement; and (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.
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 Form Master Agreement, as if
Assignee and Remaining Party had executed such agreement on the trade date of
the Transaction (the "Assignee Agreement"). The Confirmation, 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. 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.
7. 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 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 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.
9. 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, 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-OC1
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.
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 530045
Attn: Xxx Xxxxx Xxxxxxx 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 January 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 Confirmation shall be amended
as follows:
(1) the definition of Notional Amount in the Confirmation
shall be deleted in its entirety and replaced with the
following:
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"With respect to each Calculation Period the amount set
forth for such period in Schedule 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 Schedule A
attached hereto) and (b) the aggregate Class Certificate
Balance of the Class 1-A-1 Certificates, Class 1-A-2
Certificates, Class 2-A-1 Certificates, Class 2-A-2
Certificates, Class 2-A-3A Certificates, Class 2-A-3B
Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6
Certificates, Class M-7 Certificates and Class M-8
Certificates immediately prior to the Optional Termination)
divided by (ii) the corresponding amount set forth for such
period in Schedule A attached hereto."
(2) Notwithstanding anything to the contrary in the
Confirmation, the Confirmation shall supplement, form part
of, and be subject to an ISDA Master Agreement in a form as
agreed to in writing by the parties hereto.
(3) Section 5 of the Confirmation shall be deleted in its
entirety.
(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
Alternative Loan Trust 2006-OC1 (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:
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(i) retain such rights, duties, and obligations;
(ii) assign all of its rights and delegate all of its duties
and obligations to a third party effective upon the receipt
of written consent from Remaining Party (in its sole and
absolute discretion) to such assignment; or
(iii) terminate the Assigned Transaction by giving three
Business Days' prior written 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 between Countrywide Home Loans, Inc. and
Bear Xxxxxxx Financial Products Inc. For purposes of the
Optional Termination Date, Countrywide Home Loans, Inc.
shall be the sole Affected Party.
(e) If Countrywide Home Loans, Inc. exercises its rights to
retain rights, duties, and obligations under the Assigned
Transaction pursuant to Section 11(d)(i) of this Assignment
Agreement then Bear Xxxxxxx Financial Products Inc. has the
right to assign all of its rights and delegates all of its
duties and obligations under the Assigned Transaction to a
subsidiary of The Bear Xxxxxxx Companies, Inc. without the
consent of Countrywide Home Loans, Inc.
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, SERIES 2006_OC1
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/ F. Xxxxx Xxxxxx
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Name: F. Xxxxx Xxxxxx
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Title: DPC Manager
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