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Contract Administration Agreement
Contract Administration Agreement (27K)
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CONTRACT ADMINISTRATION AGREEMENT
This CONTRACT ADMINISTRATION AGREEMENT, dated as of August 30, 2006
(this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as contract
administrator (in such capacity, the "Contract Administrator") and as trustee
under the Pooling and Servicing Agreement referred to below (in such capacity,
the "Trustee"), and CITIGROUP GLOBAL MARKETS INC. ("Citigroup").
WHEREAS, Citibank N.A., New York Branch, an affiliate of Citigroup,
is a party to three interest . . .
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Citibank
As referenced in this Contract Administration Agreement:
Citibank N.A. – in such capacity, the "Contract Administrator") and as trustee
under the Pooling and Servicing Agreement referred to below (in such capacity,
the "Trustee"), and CITIGROUP GLOBAL MARKETS INC. ("Citigroup").
WHEREAS, Citibank N.A. , New York Branch, an affiliate of Citigroup,
is a party to three interest rate corridor agreements (each, a "Contract" and,
collectively, the "Contracts") between Citibank N.A., New York
_____________
Citibank N.A. – INC. ("Citigroup").
WHEREAS, Citibank N.A., New York Branch, an affiliate of Citigroup,
is a party to three interest rate corridor agreements (each, a "Contract" and,
collectively, the "Contracts") between Citibank N.A. , New York Branch and Bear
Stearns Financial Products Inc. (the "Counterparty"), one with respect to the
Class A-1 Certificates with a Trade Date of August 29, 2006 and
_____________
Citibank N.A. – Park Sienna LLC, as a
seller, Countrywide Home Loans Servicing LP, as master servicer (the "Master
Servicer") and the Trustee;
WHEREAS, simultaneously with the execution and delivery of this
Agreement, Citibank N.A. , New York Branch, an affiliate of Citigroup, is
assigning all of its rights, and delegating all of its duties and obligations
(other than its obligation to pay the Fixed
_____________
Citibank N.A. – Fees, if applicable
(as defined in each Contract)), under each Contract to the Contract
Administrator, pursuant to the Assignment Agreement, dated as of the date hereof
(the "Assignment Agreement"), among Citibank N.A. , New York Branch, as assignor,
the Contract Administrator, as assignee, and the Counterparty;
WHEREAS, Citigroup desires that the Net Payments (as defined below)
on each Contract be distributed to
_____________
Citibank
N.A. – and the Trustee hereby appoint BNY to serve as Contract
Administrator pursuant to this Agreement. The Contract Administrator accepts
such appointment and acknowledges the transfer and assignment to it of Citibank
N.A. , New York Branch's rights under the Contracts pursuant to the Assignment
Agreement. The Contract Administrator agrees to exercise the rights referred to
above for the benefit of Citigroup
_____________
dt 1616564
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 BNY
As referenced in this Contract Administration Agreement:
BANK OF NEW YORK – SEQUENCE}3
{FILENAME}efc6-2314_ex992.txt
{TEXT}
EXHIBIT 99.2
------------
A Confirmation
{PAGE}
CONTRACT ADMINISTRATION AGREEMENT
This CONTRACT ADMINISTRATION AGREEMENT, dated as of August 30, 2006
(this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as contract
administrator (in such capacity, the "Contract Administrator") and as trustee
under the Pooling and Servicing Agreement referred to below (in such capacity,
the "Trustee"), and CITIGROUP
_____________
Bank of New York – a depository institution in
the name of the Contract Administrator for the benefit of Citigroup and the
Trustee on behalf of the Holders of the Benefited Certificates and designated
"The Bank of New York for Citigroup Global Markets Inc. and certain registered
Holders of CWALT, Inc., Mortgage Pass-Through Certificates, Series 2006-28CB".
Funds in the Contract Account shall be held for Citigroup and
_____________
BANK OF NEW YORK, – Agreement.
[SIGNATURE PAGE FOLLOWS]
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
THE BANK OF NEW YORK,
as Contract Administrator
By: /s/ Maria Tokarz
--------------------------------
Name: Maria Tokarz
Title: Assistant Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Maria Tokarz
--------------------------------
Name: Maria Tokarz
Title: Assistant
_____________
BANK OF NEW YORK, – and delivered as of the day and year first above written.
THE BANK OF NEW YORK,
as Contract Administrator
By: /s/ Maria Tokarz
--------------------------------
Name: Maria Tokarz
Title: Assistant Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Maria Tokarz
--------------------------------
Name: Maria Tokarz
Title: Assistant Treasurer
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Frank A. Licciardello
--------------------------------
Name: Frank A. Licciardello
Title: Authorized Signatory
{PAGE}
_____________
dt 1693189
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Chase Manhattan
As referenced in this Contract Administration Agreement:
Chase Manhattan Bank
– to the Trustee for deposit into the Reserve Fund, the
applicable Net Payment; and
(b) second, to Citigroup, the applicable Excess Payment, in accordance
with the following wiring instructions:
Bank: Chase Manhattan Bank
Account Name: Citigroup Global Markets, Inc.
Account No: 5143322
ABA No: 021-000-021
REF: CWALT 2006-28CB
Attn: John Fodera
The Contract Administrator shall prepare and deliver any
_____________
dt 1601247
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Citigroup Global
As referenced in this Contract Administration Agreement:
CITIGROUP GLOBAL MARKETS INC – NEW YORK ("BNY"), as contract
administrator (in such capacity, the "Contract Administrator") and as trustee
under the Pooling and Servicing Agreement referred to below (in such capacity,
the "Trustee"), and CITIGROUP GLOBAL MARKETS INC . ("Citigroup").
WHEREAS, Citibank N.A., New York Branch, an affiliate of Citigroup,
is a party to three interest rate corridor agreements (each, a "Contract" and,
collectively, the "Contracts") between
_____________
Citigroup Global Markets Inc – name of the Contract Administrator for the benefit of Citigroup and the
Trustee on behalf of the Holders of the Benefited Certificates and designated
"The Bank of New York for Citigroup Global Markets Inc . and certain registered
Holders of CWALT, Inc., Mortgage Pass-Through Certificates, Series 2006-28CB".
Funds in the Contract Account shall be held for Citigroup and the Trustee on
behalf
_____________
Citigroup Global Markets, Inc – into the Reserve Fund, the
applicable Net Payment; and
(b) second, to Citigroup, the applicable Excess Payment, in accordance
with the following wiring instructions:
Bank: Chase Manhattan Bank
Account Name: Citigroup Global Markets, Inc .
Account No: 5143322
ABA No: 021-000-021
REF: CWALT 2006-28CB
Attn: John Fodera
The Contract Administrator shall prepare and deliver any notices required
to be delivered under
_____________
CITIGROUP GLOBAL MARKETS INC – as Contract Administrator
By: /s/ Maria Tokarz
--------------------------------
Name: Maria Tokarz
Title: Assistant Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Maria Tokarz
--------------------------------
Name: Maria Tokarz
Title: Assistant Treasurer
CITIGROUP GLOBAL MARKETS INC .
By: /s/ Frank A. Licciardello
--------------------------------
Name: Frank A. Licciardello
Title: Authorized Signatory
{PAGE}
EXHIBIT A
CONTRACTS
A-1
{/TEXT}
{/DOCUMENT}
_____________
dt 1575281
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