ASSIGNMENT AGREEMENT

                                 EXHIBIT 99.4
                                 ------------

                           The Assignment Agreement


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                             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:
                             - - - - - - - - - -

      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


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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.