ASSIGNMENT AGREEMENT
Exhibit 99.7
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 BNP PARIBAS (“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 BNP PARIBAS reference number is 67140
(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 May
28,
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, 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.
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, 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, an 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.
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.
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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 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 the 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: Xxxxxxx Xxxxxxxxxxxx, 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 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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BNP
Paribas, 000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000
XXX
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Attention:
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Legal
and Transaction Management Group – ISDA
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Telephone
No:
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x(000)
000-0000
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Facsimile
No:
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x(000)
000-0000
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with
a
copy to:
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Address:
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BNP
Paribas, Paris, 0 Xxx Xxxxxxxx, 00000 Xxxxx
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Attention:
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Legal
and Transaction Management Group – ISDA
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Telephone
No:
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+(33)
(0) 0 0000 0000
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Facsimile
No:
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+(33)
(0) 0 0000 0000 / 7511
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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 542216
Attn:
Xxxxxxx Xxxxxx 212-815- 6093
Fax:
000-000-0000
11. 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/ Xxxxxxx Xxxxxxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxxxxxx | ||
| 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: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Assistant Treasurer | ||
| BNP PARIBAS | |||
| By: | /s/ Xxxxxxxxx Xxxxx Xxxxxx | ||
| Name: | Xxxxxxxxx Xxxxx Xxxxxx | ||
| Title: | Authorized Signatory | ||
| By: | /s/ Xxxx Xxxxxxxxxx | ||
| Name: | Xxxx Xxxxxxxxxx | ||
| Title: | Authorized Signatory | ||
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