EXHIBIT 99.3
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of March 29, 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 CWABS Asset-Backed Certificates Trust 2007-3,
pursuant to a Swap Contract Administration Agreement (the "Swap Contract
Administration Agreement") dated as of March 29, 2007, and BEAR XXXXXXX
FINANCIAL PRODUCTS INC. ("Remaining Party").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, effective as of March 29, 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 March 16, 2007, whose BEAR XXXXXXX FINANCIAL
PRODUCTS INC. reference number is FXCWL073 (the "Confirmation"), a copy of
which is attached hereto as Exhibit I;
WHEREAS, the Confirmation supplements, forms a part of, and is subject
to, an agreement in the form of the 1992 Multicurrency - Cross-Border Master
Agreement published by the International Swaps and Derivatives Association,
Inc. (the "ISDA Form Master Agreement");
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 March 29, 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; provided, that such release shall not affect Remaining Party's
obligation to pay the Upfront Amount 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 and its liability under this Assignment Agreement and under the Swap
Contract Administration Agreement shall be as set forth in 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 personal
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 2007-3 dated as of March 1, 2007 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, The Bank of New York, as trustee, and The
Bank of New York Trust Company, N.A., as co-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. Following the assignment of the Assigned
Transaction pursuant to the terms hereof, the Assigned Transaction and the
Confirmation shall form a part of, and be subject to, the ISDA Form Master
Agreement, as if Assignee and Remaining Party had executed such agreement on
the trade date of the Transaction (the "Assignee Agreement"). The
Confirmation, together with all other documents referring to the ISDA Form
Master Agreement confirming transactions entered into between Assignee and
Remaining Party, shall form a part of, and be subject to, the Assignee
Agreement. For the purposes of this paragraph, capitalized terms used herein
and not otherwise defined shall have the meanings assigned in the ISDA Form
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;
(c) Such execution, delivery and performance do not violate or
conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or
other agency of government applicable to it or any of its assets
or any contractual restriction binding on or affecting it or any
of its assets;
(d) All governmental and other consents that are required to have been
obtained by it with respect to this Assignment Agreement have been
obtained and are in full
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force and effect and all conditions of any such consents have been
complied with; and
(e) 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 Assignee
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 regard
to conflicts of law provisions thereof other than New York General Obligations
Law Sections 5-1401 and 5-1402.
9. Notices. For the purposes of this Assignment Agreement and Section
12(a) of the ISDA Form Master Agreement of the Assigned Transaction, 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, CWABS, Series 2007-3 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: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC Manager - 36th Floor
Telex No. 000-000-0000
copy to: Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative Operations - 7th Floor
Telex 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
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GLA # 111-565
For Further Credit: TAS A/C 540722
Attn: Xxxxxxx Xxxxxx 000-000-0000
Fax: 000-000-0000
11. Optional Termination. In connection with the optional termination of
the trust fund pursuant to Section 9.01 of the Pooling and Servicing
Agreement, with effect following all distributions on the final Distribution
Date under the Pooling and Servicing Agreement (such date, the "Optional
Termination Distribution Date"):
(a) (1) (A) Assignee hereby assigns all of its rights and delegates
all of its liabilities and obligations to Countrywide Home Loans,
Inc., (for purposes of this Section 11 "CHL") and CHL hereby
assumes all of Assignee's rights, liabilities, and obligations,
under the Assigned Transaction and the Confirmation arising after
the final distributions on the Optional Termination Distribution
Date (such transaction and confirmation, collectively, the "New
Assigned Transaction") and (B) Remaining Party hereby consents to
such assignment, delegation and assumption;
(2) Remaining Party and CHL agree to enter into the New Assigned
Transaction as evidenced by a confirmation (the "New
Confirmation") such New Confirmation evidencing a complete and
binding agreement between Remaining Party and CHL and such New
Confirmation will constitute a Confirmation (as that word is
defined in the New Agreement, defined below) that supplements,
forms a part of, and is subject to, an agreement (the "New
Agreement") in the form of the 1992 Multicurrency - Cross Border
Master Agreement in the form published by the International Swaps
and Derivatives Association, Inc. (the "ISDA Form"), as if on the
date Remaining Party and CHL enter into the New Assigned
Transaction Remaining Party and CHL had executed an agreement in
such form, but without any Schedule (as that word is defined in
the New Agreement) except for the elections made therein.
Remaining Party and CHL further agree that such New Confirmation
shall have substantially identical terms to the Assigned
Transaction and Confirmation.
(b) Remaining Party and Assignee are each released and discharged from
further obligations owed under and in respect of the Assigned
Transaction and their respective rights against each other
thereunder are cancelled;
(c) Remaining Party and CHL hereby agree that the Confirmation shall
be amended as follows:
(1) Section 4 of the Confirmation shall be deleted in its
entirety.
(d) Remaining Party hereby agrees that CHL may do one of the following
with the New Assigned Transaction and the New Confirmation:
(i) retain such New Assigned Transaction and New Confirmation;
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(ii) assign all of its rights and delegate all of its liabilities
and obligations under the New Assigned Transaction and the New
Confirmation to a third party, such assignment and delegation to
be effective upon the receipt of written consent thereto from
Remaining Party (in its sole and absolute discretion); or
(iii) terminate the New Assigned Transaction by giving three
Business Days' prior written notice to Remaining Party (the
"Optional Swap Termination"). In connection with the Optional Swap
Termination, if any, a termination payment (if any) shall be
payable by CHL or Remaining Party, as applicable, as determined by
the Calculation Agent by the application of Section 6(e)(ii) of
the ISDA Form 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 between CHL and Bear Xxxxxxx Financial Products Inc.
For purposes of the Optional Swap Termination, CHL shall be the
sole Affected Party.
(e) If CHL exercises its right to retain the New Assigned Transaction
and New Confirmation pursuant to Section 11(d)(i) of this
Assignment Agreement, then Remaining Party has the right to do one
of the following with the New Assigned Transaction and the New
Confirmation:
(i) retain such New Assigned Transaction and New Confirmation;
(ii) assign all of its rights and delegate all of its liabilities
and obligations under the New Assigned Transaction to a subsidiary
of The Bear Xxxxxxx Companies, Inc. without the consent of CHL; or
(iii) assign all of its rights and delegate all of its liabilities
and obligations under the New Assigned Transaction to a third
party with the consent of CHL;
provided, however, that if Remaining Party exercises its right to
assign the Assigned Transaction under (ii) or (iii) above the
assignee shall be an entity that (1) has executed an ISDA Master
Agreement with CHL, (2) has executed an Item 1115 Regulation AB
Agreement with CHL and (3) agrees to accept all of the terms and
conditions of the Assigned Transaction and New Confirmation
without amendment or supplement.
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
----------------
Name: Xxxxxx Xxxxx
Title: Executive Vice President
THE BANK OF NEW YORK, NOT IN ITS INDIVIDUAL
OR CORPORATE CAPACITY BUT SOLELY AS SWAP
CONTRACT ADMINISTRATOR FOR CWABS
ASSET-BACKED CERTIFICATES TRUST 2007-3
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Treasurer
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: /s/ Xxxx Xxxxxxxx
-----------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
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Exhibit I
[Filed as Exhibit 99.2 herein.]
