The Assignment Agreement
EXHIBIT
99.7
ASSIGNMENT
AGREEMENT, dated as of March 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-OA7, pursuant to a Swap Contract
Administration Agreement (the “Swap Contract Administration Agreement”) dated as
of March 30, 2007, and DEUTSCHE BANK AG, NEW YORK BRANCH (“Remaining
Party”).
W
I T
N E S S E T H:
WHEREAS,
effective as of March 30, 2007, Assignor desires to assign all of its rights
and
delegate all of its duties and obligations to Assignee under those certain
Transactions (collectively, the “Assigned Transactions”) as evidenced by those
four confirmations, each with a Trade Date of March 27, 2007, whose DEUTSCHE
BANK AG, NEW YORK BRANCH reference numbers are Global No. N592347N, N592349N,
N592351N, and N592352N (each, a “Confirmation” and collectively, the
“Confirmations”), copies of which are attached hereto as Exhibit I;
WHEREAS,
Assignor and Remaining Party executed and delivered the Confirmations 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 “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 Transactions and
the
Confirmations, 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 March 30, 2007 (the
“Effective Date”), Assignor hereby assigns all of its rights (other than
Assignor’s right to receive the Additional Payment under each Confirmation (as
defined in each Confirmation)) and delegates all of its duties and obligations
to Assignee, and Assignee hereby assumes all Assignor’s rights, duties, and
obligations, under the Assigned Transactions and the Confirmations 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 Transactions and the Confirmations (other than Remaining Party’s
obligation to pay the Additional Payment under each Confirmation (as defined
in
each Confirmation)), and Assignor hereby terminates its rights under and
in
respect of the Assigned Transactions.
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 Transactions, 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 2007-OA7 dated
as
of March 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.
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 Transactions
pursuant to this Assignment Agreement.
5. Governing
Agreement. The Assigned Transactions and the Confirmations shall
form a part of, and be subject to, the ISDA Master Agreement dated as of
March
30, 2007, as amended or supplemented from time to time (the “New Master
Agreement”), between Assignee and Remaining Party. The Confirmations
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 Confirmations 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 Transactions 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 Transactions on or after the Effective
Date.
2
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: 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-OA7
or such other address as may be hereafter furnished in writing to Assignor
and
Remaining Party; and (iii) in the case of Remaining Party,
|
Deutsche
Bank AG, Head Office
Xxxxxxxxxxxx
00
00000
Xxxxxxxxx
XXXXXXX
Attention: Legal
Department
Facsimile
No: 0049 69 910 36097
|
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 Transactions
shall be made by wire transfer according to the following
instructions:
(a) In
respect of the Confirmation with reference number Global No. N592347N, as
follows:
The
Bank
of New York
New
York,
NY
ABA
#
000-000-000
GLA
#
111-565
For
Further Credit: TAS A/C 540769
Attn:
Xxxxxxx Xxxxxx 212-815- 6093
Fax:
000-000-0000
(b) In
respect of the Confirmation with reference number Global No. N592349N, as
follows:
The
Bank
of New York
New
York,
NY
ABA
#
000-000-000
GLA
#
111-565
For
Further Credit: TAS A/C 540771
Attn:
Xxxxxxx Xxxxxx 212-815- 6093
Fax:
000-000-0000
3
(c) In
respect of the Confirmation with reference number Global No. N592351N, as
follows:
The
Bank
of New York
New
York,
NY
ABA
#
000-000-000
GLA
#
111-565
For
Further Credit: TAS A/C 540772
Attn:
Xxxxxxx Xxxxxx 212-815- 6093
Fax:
000-000-0000
(d) In
respect of the Confirmation with reference number Global No. N592352N, as
follows:
The
Bank
of New York
New
York,
NY
ABA
#
000-000-000
GLA
#
111-565
For
Further Credit: TAS A/C 540774
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.
4
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
Xxxxxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxxxxx
Title: Managing
Director
THE
BANK
OF NEW YORK, AS SWAP CONTRACT ADMINISTRATOR FOR ALTERNATIVE LOAN TRUST
2007-OA7
By: /s/
Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Assistant
Treasurer
DEUTSCHE
BANK AG, NEW YORK BRANCH
By: /s/
Xxxxxxxxxxx
Xxxxxxxxx
Name:
Title:
By: /s/
Xxxxx
Xxxxxxxx
Name:
Title:
5
