EXHIBIT 99.4
The Schedule to the ISDA Master Agreement
(Multicurrency-Cross Border)
SCHEDULE
to the
Master Agreement
dated as of June 29, 2006
between
BARCLAYS BANK PLC ("Party A"),
a public limited company registered in England and Wales
and
THE BANK OF NEW YORK, not in its individual or corporate
capacity but solely as Swap Contract Administrator
for CWALT, Inc. Alternative Loan Trust 2006-OC5, pursuant to a Swap Contract
Administration
Agreement (`Party B")
All terms used herein and not otherwise defined are given their meaning in the
Pooling and Servicing Agreement for CWALT, Inc. Alternative Loan Trust
2006-OC5 dated as of June 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") and in the Swap Contract Administration Agreement dated
as of June 29, 2006, among the Bank of New York, as swap contract
administrator (in such capacity, the "Swap Contract Administrator") and as
trustee under the Pooling and Servicing Agreement referred to below (in such
capacity, the "Trustee"), and Countrywide Home Loans, Inc.(the "Swap Contract
Administration Agreement").
Part 1: Termination Provisions
In this Agreement:-
(a) "Specified Entity" means in relation to Party A for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
and in relation to Party B for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
(b) "Specified Transaction" will have the meaning specified in Section 14 of
this Agreement.
(c) Events of Default.
(i) The "Breach of Agreement" provisions of Section 5(a)(ii) will not apply
to Party A and will not apply to Party B.
(ii) The "Credit Support Default" provisions of Section 5(a)(iii) will
apply to Party A and will not apply to Party B.
(iii) The "Misrepresentation" provisions of Section 5(a)(iv) will not apply
to Party A and will not apply to Party B.
(iv) The "Default under Specified Transaction" provisions of Section
5(a)(v) will not apply to Party A and will not apply to Party B.
(v) "Cross Default" provisions of Section 5(a)(vi) will not apply to Party
A and will not apply to Party B.
(vi) Clause (2) of the "Bankruptcy" provisions of Section 5(a)(vii) will
not apply to Party B with respect to either party's inability to pay its
subordinated debt.
(d) Termination Events.
(i) The "Tax Event Upon Merger" provisions of Section 5(b)(ii) will not
apply to Party A and will not apply to Party B.
(ii) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
apply to Party A and will not apply to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) will not apply
to Party A and will not apply to Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement, Market Quotation and the Second Method will apply.
(g) "Termination Currency" means USD.
(h) Additional Termination Events will apply. Each of the following shall
constitute an Additional Termination Event:
(A)Approved Ratings Threshold. Upon the occurrence of a Collateralization
Event (as defined below) if Party A has not, within 30 days after such
ratings downgrade (unless, within 30 days after such downgrade, each Swap
Rating Agency has reconfirmed the rating of the Swap Certificates which was
in effect immediately prior to such downgrade (determined without regard to
any financial guaranty insurance policy, if applicable), and unless the
rating of the Swap Certificates were changed due to a circumstance other
than the downgrading of Party A's (or its Credit Support Provider's)
rating), complied with one of the four solutions listed below, then an
Additional Termination Event shall have occurred with respect to Party A
and Party A shall be the sole Affected Party with respect to such
Additional Termination Event.
In the event that (A) either (i) the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated below
"A1" by Moody's or are rated "A1" by Moody's and such rating is on watch
for possible downgrade (but only for so long as it is on watch for possible
downgrade) or (ii) the unsecured, short-term debt obligations of Party A
(or its Credit Support Provider) are rated below "P-1" by Moody's or are
rated "P-1" by Moody's and such rating is on watch for possible downgrade
(but only for so long as it is on watch for possible downgrade), (B) no
short-term rating is available from Moody's and the unsecured, long-term
senior debt obligations of Party A (or its Credit Support Provider) are
rated below "Aa3" by Moody's or are rated "Aa3" by Moody's and such rating
is on watch for possible downgrade (but only for so long as it is on watch
for possible downgrade), or (C) either (i) the unsecured, short-term debt
obligations of Party A (or its Credit Support Provider) are rated below
"A-1" by S&P or (ii) if Party A (or its Credit Support Provider) does not
have a short-term rating from S&P, the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated below
"A+" by S&P (such event, a "Collateralization Event"), then, Party A, at
its own cost and subject to the Rating Agency Condition, shall within 30
days either (i) cause another entity to replace Party A as party to this
Agreement that satisfies the Swap Counterparty Ratings Requirement and that
is approved by the Trustee (which approval shall not be unreasonably
withheld) on terms substantially similar to this Agreement; (ii) obtain a
guaranty of, or a contingent agreement of another person that satisfies the
Swap Counterparty Ratings Requirement, to honor Party A's obligations under
this Agreement, provided that such other person is approved by the Trustee
such approval not to be unreasonably withheld; (iii) post collateral in
accordance with a Credit Support Annex which satisfies the Rating Agency
Condition; or (iv) establish any other arrangement satisfactory to the
applicable Swap Rating Agency which will be sufficient to restore the
immediately prior ratings of the Swap Certificates (determined without
regard to any financial guaranty insurance policy, if applicable). All
collateral posted by Party A shall be returned to Party A immediately upon
Party A securing a substitute counterparty that satisfies the Swap
Counterparty Ratings Requirement.
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"Swap Counterparty Ratings Requirement" shall mean (a) either (i) the
unsecured, short-term debt obligations of the substitute counterparty (or
its Credit Support Provider) are rated at least "A-1" by S&P or (ii) if the
substitute counterparty does not have a short-term rating from S&P, the
unsecured, long-term senior debt obligations of the substitute counterparty
(or its Credit Support Provider) are rated at least "A+" by S&P, and (b)
either (i) the unsecured, long-term senior debt obligations of such
substitute counterparty (or its Credit Support Provider) are rated at least
"A1" by Moody's (and if rated "A1" by Moody's, such rating is not on watch
for possible downgrade) and the unsecured, short-term debt obligations of
such substitute counterparty (or its Credit Support Provider) are rated at
least "P-1" by Moody's (and if rated "P-1" by Moody's, such rating is not
on watch for possible downgrade and remaining on watch for possible
downgrade), or (ii) if such substitute counterparty (or its Credit Support
Provider) does not have a short-term debt rating from Moody's, the
unsecured, long-term senior debt obligations of such substitute
counterparty (or its Credit Support Provider) are rated at least "Aa3" by
Moody's (and if rated "Aa3" by Moody's, such rating is not on watch for
possible downgrade).
(B) Ratings Event. Upon the occurrence of a Ratings Event (as defined
below) if Party A has not, within 10 days after such rating withdrawal or
downgrade (unless, within 10 days after such withdrawal or downgrade, each
such Swap Rating Agency has reconfirmed the rating of the Swap Certificates
which was in effect immediately prior to such withdrawal or downgrade
(determined without regard to any financial guaranty insurance policy, if
applicable), and unless the rating of the Swap Certificates were changed
due to a circumstance other than the withdrawal or downgrading of Party A's
(or its Credit Support Provider's) rating), complied with one of the
solutions listed below, then an Additional Termination Event shall have
occurred with respect to Party A and Party A shall be the sole Affected
Party with respect to such Additional Termination Event.
It shall be a ratings event ("Ratings Event") if at any time after the date
hereof Party A shall fail to satisfy the Swap Counterparty Ratings
Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated at least "BBB" by S&P, and (B) either (i) the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated at least "A2" by Moody's (including if such
rating is on watch for possible downgrade) and the unsecured, short-term
debt obligations of Party A (or its Credit Support Provider) are rated at
least "P-1" by Moody's (including if such rating is on watch for possible
downgrade) or (ii) if Party A (or its Credit Support Provider) does not
have a short-term rating from Moody's, the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated at least
"A1" by Moody's (including if such rating is on watch for possible
downgrade).
Following a Ratings Event, Party A shall take the following actions at its
own expense and subject to the Rating Agency Condition, (A) immediately
post collateral in accordance with a Credit Support Annex which satisfies
the Rating Agency Condition (until such time as it has secured a substitute
counterparty or a guarantor that satisfies the Swap Counterparty Ratings
Requirement), and (B) not later than 10 days after the occurrence of such a
downgrade or withdrawal by S&P or Moody's, either (I) assign all of its
rights and obligations under the Transactions to a counterparty that
satisfies the Swap Counterparty Ratings Requirement or whose guarantor
satisfies the Swap Counterparty Ratings Requirement pursuant to
documentation substantially similar to the documentation then in place and
subject to prior notification to the Swap Rating Agencies, or (II) provide
a guaranty from a guarantor that satisfies the Swap Counterparty Ratings
Requirement pursuant to documentation substantially similar to the
documentation then in place and subject to prior notification to the Swap
Rating Agencies.
The occurrence of the Additional Termination Event described in Part
1(h)(A) and (B) shall have no effect on Party A's obligation to undertake
the steps set forth hereunder in the event Party B does not exercise its
right to terminate hereunder. Notwithstanding the foregoing, in the event
that S&P has other published criteria with respect to the downgrade of a
counterparty in effect at the time of such a downgrade of Party A, Party A
shall be entitled to elect to take such other measures specified in such
published criteria subject to the satisfaction of the Rating Agency
Condition.
(C) Supplemental Pooling and Servicing Agreement without Party A's Prior
Written Consent. Party B enters into an amendment and or supplement to the
Pooling and Servicing Agreement or other modification to
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the Pooling and Servicing Agreement that could reasonably be expected to
have a material adverse effect on Party A without the prior written consent
of Party A. For the purpose of the foregoing Termination Event, Party B
shall be the sole Affected Party.
Part 2: Tax Representations
(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A and Party B will each make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Sections 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction(s) of the agreement of the other party
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the
satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party
does not deliver a form or document under Section 4(a)(iii) of this
Agreement by reason of material prejudice to its legal or commercial
position.
(b) Payee Tax Representations.
Party A Payee Tax Representations. For the purpose of Section 3(f), Party A
makes the following representations:
With respect to payments made to Party A which are not effectively
connected to the U.S.: It is a non-U.S. branch of a foreign person for U.S.
federal income tax purposes.
With respect to payments made to Party A which are effectively connected to
the U.S.: Each payment received or to be received by it in connection with
this Agreement will be effectively connected with its conduct of a trade or
business in the U.S.
Party B Payee Tax Representations. For the purpose of Section 3(f), Party B
makes the following representation:
Party B represents that it is a "United States person" as such term is
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended.
Part 3: Agreement to Deliver Documents
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver Form/Document/Certificate Date by which to be
document delivered
Party A and Party B Any document required or Promptly after the
reasonably requested to earlier of (i)
allow the other party to reasonable demand by
make payments under this either party or (ii)
Agreement without any within 30 days of
deduction or withholding execution.
for or on the account of
any Tax or with such
deduction or withholding
at a reduced rate.
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(b) Other Documents to be delivered are:
Party required to Form/Document/Certificate Date by which Covered by
deliver document to be delivered Section 3(d)
representation
Party A and Party B Any documents required or Upon execution. Yes
reasonably requested by
the receiving party to
evidence authority of the
delivering party or its
Credit Support Provider,
if any, to execute and
deliver this Agreement,
any Confirmation, and any
Credit Support Documents
to which it is a party,
and to evidence the
authority of the
delivering party to its
Credit Support Provider to
perform its obligations
under this Agreement, such
Confirmation and/or Credit
Support Document, as the
case may be.
Party A and Party B A certificate of an Upon execution Yes
authorized officer of the
party, as to the incumbency
and authority of the
respective officers of the
party signing this
agreement, any relevant
Credit Support Document, or
any Confirmation, as the
case may be.
Party A and Party B An opinion of counsel to Upon execution No
such party reasonably
satisfactory in form and
substance to the other
party.
Party B Executed copy of the Swap Upon execution Yes
Contract Administration
Agreement
Party B Executed copy of the Upon execution Yes
Pooling and Servicing
Agreement
Part 4: Miscellaneous
(a) Addresses for Notices. For the purposes of Section 12(a) of this
Agreement:
Party A:
(1)Address for notices or communications to Party A:-
Address: ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇
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Facsimile: ▇▇(▇▇) ▇▇▇ ▇▇▇▇▇
Phone: ▇▇(▇▇) ▇▇▇ ▇▇▇▇▇
Party B:
Address for notices or communications to Party B:-
Address: The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration MBS Administration, CWALT,
Series 2006-OC5
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Process Agent. For the purposes of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Barclays Bank PLC, New York Branch.
Party B appoints as its Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a) will not apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Party A is a Multibranch Party and may act through its London and New York
offices.
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A; provided however, if
an Event of Default occurs with respect to Party A, then the Calculation
Agent shall be Party B or Party B shall be entitled to appoint a financial
institution which would qualify as a Reference Market-maker to act as
Calculation Agent.
(f) Credit Support Document. Credit Support Document means
With respect to Party A: Following a Collateralization Event or Ratings
Event any Credit Support Annex or guaranty, if applicable.
With respect to Party B: The Pooling and Servicing Agreement.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A: Following a
Collateralization Event or Ratings Event any guarantor, if applicable.
Credit Support Provider means in relation to Party B: Not Applicable.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
choice of law doctrine other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to all Transactions (in each case starting from the date of this
Agreement).
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, provided that Party B shall be deemed to have no Affiliates.
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(k) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the
second line of subparagraph (i) thereof the word "non-": and (ii) deleting
the final paragraph thereof.
(l) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of
any suit, action or proceeding relating to this Agreement or any Credit
Support Document. Each party certifies (i) that no representative, agent or
attorney of the other party or any Credit Support Provider has represented,
expressly or otherwise, that such other party would not, in the event of
such a suit, action or proceeding, seek to enforce the foregoing waiver and
(ii) acknowledges that it and the other party have been induced to enter
into this Agreement and provide for any Credit Support Document, as
applicable, by, among other things, the mutual waivers and certifications
in this Section.
(m) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall
be held to be invalid or unenforceable (in whole or in part) for any
reason, the remaining terms, provisions, covenants, and conditions hereof
shall continue in full force and effect as if this Agreement had been
executed with the invalid or unenforceable portion eliminated, so long as
this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter of
this Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of the
parties.
The parties shall endeavor to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a
valid or enforceable term, provision, covenant or condition, the economic
effect of which comes as close as possible to that of the invalid or
unenforceable term, provision, covenant or condition
Part 5: Other Provisions
(a) Section 3(a) of this Agreement is hereby amended to include the following
additional representations after paragraph 3(a)(v):
(vi) Eligible Contract Participant. It is an "eligible contract
participant" as defined in the U.S. Commodity Exchange Act.
(vii) Individual Negotiation. This Agreement and each Transaction hereunder
is subject to individual negotiation by the parties.
(viii) Relationship between Party A and Party B. Each of Party A and Party
B will be deemed to represent to the other on the date on which it enters
into a Transaction or an amendment thereof that (absent a written agreement
between Party A and Party B that expressly imposes affirmative obligations
to the contrary for that Transaction):
(1) Principal. It is acting as principal and not as agent when entering
into this Agreement and each Transaction.
(2) Non-Reliance. It is acting for its own account and it has made its
own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its
own judgment and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of
the other party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall
not be considered investment advice or a recommendation to enter into
that Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
(3) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks
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of this Agreement and each Transaction hereunder. It is also capable of
assuming, and assumes, all financial and other risks of this Agreement
and each Transaction hereunder.
(4) Status of Parties. The other party is not acting as a fiduciary or
an advisor for it in respect of that Transaction.
(b) Additional Representations and Warranties of Party B. Party B represents
to Party A in accordance with Section 3 of the Agreement (which
representations will be deemed to be repeated by Party B at all times until
the termination of this Agreement) that all representations and warranties in
the Swap Contract Administration Agreement are incorporated hereby as if made
under this Agreement and all references to the Swap Contract Administration
Agreement are references to this Agreement.
(c) Third-Party Beneficiary. Party B agrees with Party A that Party A shall be
an express third-party beneficiary of the Pooling and Servicing Agreement and
the Swap Contract Administration Agreement.
(d) No Set-off. Notwithstanding any provision of this Agreement or any other
existing or future agreements, each of Party A and Party B irrevocably waives
as to itself any and all contractual rights it may have to set off, net,
recoup or otherwise withhold or suspend or condition its payment or
performance of any obligation to the other party under this Agreement against
any obligation of one party hereto to the other party hereto arising outside
of this Agreement (which Agreement includes without limitation, the Master
Agreement to which this Schedule is attached, this Schedule and the
Confirmation). Accordingly, the provisions for Set-Off in Section 6(e) of this
Agreement shall not apply for purposes of this Transaction.
(e) Transfer. Section 7 is hereby amended by adding at the end thereof the
sentence: "In addition, any transfer of this Agreement shall be subject to the
Rating Agency Condition." Party A and Party B hereby agree that they will
provide written notice to each Swap Rating Agency of any transfer under
Section 6(b)(ii).
(f) Amendments. Section 9(b) is hereby amended by adding at the end thereof
the sentence: "In addition, any amendment or modification of this Agreement
shall be subject to the Rating Agency Condition."
(g) Amendments to Operative Documents. Party B agrees that it will obtain
Party A's written consent (which consent shall not be unreasonably withheld)
prior to amending or supplementing the Pooling and Servicing Agreement (or any
other transaction document), if such amendment and/or supplement would: (a)
materially adversely affect any of Party A's rights or obligations hereunder;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations hereunder.
(h) No Bankruptcy Petition. Party A agrees that it will not, until a period of
one year and one day or, if longer the applicable preference period, after the
payment in full of all of the Swap Certificates, acquiesce, petition, invoke
or otherwise cause Party B to invoke the process of any governmental authority
for the purpose of commencing or sustaining a case (whether voluntary or
involuntary) against Party B under any bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Party B or any substantial part of
its property or ordering the winding-up or liquidation of the affairs of Party
B; provided, that this provision shall not restrict or prohibit Party A from
joining any other person, including, without limitation, the Trustee, in any
bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings already commenced or other analogous proceedings already commenced
under applicable law. This Part 5(h) shall survive the termination of this
Agreement.
(j) Deduction or Withholding for Tax. The provisions of Section 2(d)(i)(4) and
2(d)(ii) will not apply to Party B and Party B shall not be required to pay
any additional amounts referred to therein.
(k) Additional Definitions. Section 14 is hereby amended by adding the
following definitions in their appropriate alphabetical order:
"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc.
"Rating Agency Condition" means, with respect to any particular proposed
act or omission to act
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hereunder, that the party acting or failing to act has consulted with each
Rating Agency then providing a rating of any Swap Certificates and has
received from each Rating Agency a written confirmation that the proposed
action or inaction would not cause such Rating Agency to downgrade or
withdraw its then-current rating of any Swap Certificates (determined
without regard to any financial guaranty insurance policy, if applicable).
"S&P" means Standard & Poor's Ratings Services, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
"Swap Rating Agency" means Moody's and S&P.
"USD" means United States Dollars.
(l) Limited Liability. Party A and Party B agree to the following: (a) The
Bank of New York ("BNY") is entering into this 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 Party B under the terms of this Agreement,
all such liability, if any, being expressly waived by Party A and any person
claiming by, through or under Party A; and (c) recourse against Party B shall
be limited to the assets available under the Swap Contract Administration
Agreement or the Pooling and Servicing Agreement. This Part 5(l) shall survive
the termination of this Agreement.
(m) Regulation AB Compliance. Party A and Party B agree that the terms of the
Item 1115 Agreement dated as of February 16, 2006 (the "Regulation AB
Agreement"), between Countrywide Home Loans, Inc., CWALT, INC., CWMBS, Inc.,
CWALT, Inc., CWHEQ, Inc. and Barclays Bank PLC shall be incorporated by
reference into this Agreement so that Party B shall be an express third party
beneficiary of the Regulation AB Agreement. A copy of the Regulation AB
Agreement is attached hereto as Exhibit A.
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IN WITNESS WHEREOF, the parties have executed this document by their duly
authorized officers with effect from the date so specified on the first page
hereof.
BARCLAYS BANK PLC THE BANK OF NEW YORK, not in its
individual or corporate capacity
but solely as Swap Contract
Administrator for CWALT, Inc.
Alternative Loan Trust 2006-OC5,
pursuant to a Swap Contract
Administration Agreement
("Party A") ("Party B")
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------- ------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director Title: Assistant Treasurer
Date: June 29, 2006 Date: June 29, 2006
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EXHIBIT A
Item 1115 Agreement
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