Exhibit 99.8
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of September 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 CWABS Asset-Backed Certificates Trust 2006-19,
Asset-Backed Certificates, Series 2006-19, pursuant to a Swap Contract
Administration Agreement (the "Swap Contract Administration Agreement") dated
as of September 29, 2006, and XXXXXX BROTHERS SPECIAL FINANCING INC.
("Remaining Party").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, effective as of September 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 September 27, 2006, whose XXXXXX
BROTHERS SPECIAL FINANCING INC. reference number is Global Deal ID: 2682014
(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 September 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
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 CWABS, Inc. Asset-Backed Certificates
Series 2006-19 dated as of September 1, 2006 among CWABS, Inc. as depositor,
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 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
September 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.
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
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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: Xxxx Xxxxxxx, Xx., 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, CWABS, Series 2006-19 or
such other address as may be hereafter furnished in writing to Assignor and
Remaining Party; and (iii) in the case of Remaining Party,
Address: Xxxxxx Brothers Special Financing Inc.
c/x Xxxxxx Brothers Inc.
Transaction Management Group
Corporate Advisory Division
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Documentation Manager
Tel No. (000) 000-0000
Fax No. (000) 000-0000
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 201215
Attn: Xxxxx Xxxxx 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 dated as of September 1,
2006 among CWABS, Inc. as depositor, Park Monaco Inc., as a Seller,
Park Sienna LLC, as a Seller, Countrywide Home Loans, Inc. as a
seller, Countrywide Home Loans Servicing
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LP, as master servicer, BNY, as trustee (the "Pooling and Servicing
Agreement"), the definition of Notional Amount in the Confirmation
shall be deleted in its entirety and replaced with the following:
"With respect to each Calculation Period the amount set forth for
such period in Appendix A attached hereto multiplied by a factor.
The factor will be set at the time of the Optional Termination to be
the quotient of (i) the Notional Amount immediately prior to the
Optional Termination (which for avoidance of doubt was the lesser of
(a) the amount set forth for such period in Appendix A attached
hereto) and (b) the aggregate Principal Balance of the Reference
Assets immediately prior to the Optional Termination) divided by
(ii) the corresponding amount set forth for such period in Appendix
A."
(b) Upon the occurrence of an Optional Termination pursuant to Section
9.01 of the Pooling and Servicing Agreement, BNY, as Swap Contract
Administrator for CWABS Asset-Backed Certificates Trust 2006-19 (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.
(c) 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.
(d) 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:
(i) retain such rights, duties, and obligations;
(ii) 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) 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 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.
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.
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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/ Xxxxxx Xxxxx
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Name; Xxxxxx Xxxxx
Title: Executive Vice President
THE BANK OF NEW YORK, AS SWAP CONTRACT
ADMINISTRATOR FOR CWABS ASSET-BACKED
CERTIFICATES TRUST 2006-19, ASSET-BACKED
CERTIFICATES, SERIES 2006-19
By: /s/ Xxxxxxxx Xxxxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxxxx
Title: Vice President
XXXXXX BROTHERS SPECIAL FINANCING INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
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