ASSIGNMENT AGREEMENT
Exhibit
99.3
ASSIGNMENT
AGREEMENT, dated
as of July
30,
2007 (“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 Alternative
Loan Trust
2007-OH3,
pursuant
to a Swap
Contract Administration
Agreement (the “Swap
Contract Administration
Agreement”)
dated as of July 30,
2007 ,
and XXXXXX
BROTHERS SPECIAL
FINANCING INC.
(“Remaining
Party”).
W
I T N E S S E T
H:
WHEREAS,
effective as of
July
30,
2007 , 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 July
25, 2007,
whose XXXXXX BROTHERS
SPECIAL
FINANCING INC. reference
number is
Global Deal ID: 3219397 (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 June 6,
1996, as amended
or supplemented
from time to time (the “Old
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 July
30,
2007 (the
“Effective
Date”),
Assignor hereby
assigns all of
its rights and delegates all of its duties and obligations to
Assignee (other
than Assignor’s
right
to receive
the Additional Payment
(as defined
in the
Confirmation)),
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 Alternative
Loan
Trust 2007-OH3 dated
as of July
1, 2007 among CWALT,
Inc. as depositor,
Countrywide Home Loans, Inc. as a
seller, Park Granada
LLC, as a
seller, Park Monaco Inc., as a seller, Park Sienna LLC, 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 July 30,
2007, 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:
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a.
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It
is duly organized,
validly existing and in good standing
under the laws
of its jurisdiction of organization or
incorporation;
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b.
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It
has the power to
execute and deliver this Assignment Agreement;
and
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c.
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Its
obligations under
this Assignment Agreement constitute its legal, valid and binding
obligations, enforceable
in accordance with
their respective terms.
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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
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 Old
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: Xxxxxx Xxxxx,
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,
Inc.
Series
2007-OH3
or such other address as may
be hereafter furnished in writing to Assignor and Remaining Party; and (iii)
in
the case of Remaining Party,
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Address:
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Xxxxxx
Brothers Special Financing Inc.
c/x
Xxxxxx Brothers Inc.
Transaction
Management Group
Corporate
Advisory Division
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, XX 00000
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Attention:
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Documentation
Manager
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Tel
No.
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(000)
000-0000
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Fax
No.
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(000)
000-0000
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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 542018
Attn: Xxxxxxx
Xxxxxx 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, BNY, as Swap Contract Administrator for Alternative Loan Trust 2007-OH3 (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. |
| (b) |
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.
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(c)
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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)
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retain
such rights, duties, and
obligations;
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(ii)
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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
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(iii)
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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 Old 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 Old Master
Agreement. For purposes of the Optional Termination Date,
Countrywide Home Loans, Inc. shall be the sole Affected
Party.
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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.
| COUNTRYWIDE HOME LOANS, INC. | |||
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By:
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/s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxxx | |||
| Title: Managing Director | |||
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THE
BANK OF NEW YORK, NOT IN ITS INDIVIDUAL OR CORPORATE CAPACITY
BUT SOLELY
AS SWAP CONTRACT ADMINISTRATOR FOR ALTERNATIVE LOAN TRUST
2007-OH3
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By:
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/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | |||
| Title: Assistant Treasurer | |||
| XXXXXX BROTHERS SPECIAL FINANCING INC. | |||
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By:
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/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: Xxxxxx Brothers Special Financing Inc. | |||
