Exhibit 99.7
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of September 28, 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, Inc. Asset-Backed Certificates Series
2006-18, pursuant to a Swap Contract Administration Agreement (the "Swap
Contract Administration Agreement") dated as of September 28, 2006, and SWISS
RE FINANCIAL PRODUCTS CORPORATION ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of September 28, 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 19, 2006, whose SWISS
RE FINANCIAL PRODUCTS CORPORATION reference number is 1084972 (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 December 15, 2005, 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
28, 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 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; (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 2006-18 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 28, 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 2006-18 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: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: /Phone:
Attention: Swap Documentation
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 501415
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 LP, as master servicer, and The Bank of New
York, 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:
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"With respect to each Calculation Period the amount set
forth for such period in Annex 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 Annex A attached hereto and (b) the
aggregate Certificate Principal Balance of the Class 1-A,
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class X-0, Xxxxx X-0,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9 and Class B Certificates (as defined in the
Pooling and Servicing Agreement) immediately prior to the
Optional Termination) divided by (ii) the corresponding
amount set forth for such period in Annex A attached
hereto."
(b) Upon the occurrence of an Optional Termination pursuant to
Section 9.01 of the Pooling and Servicing Agreement, The
Bank of New York, as Swap Contract Administrator for CWABS,
Inc. Asset-Backed Certificates Series 2006-18 (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) assigns 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
------------------------------------
Name: Xxxxxx Xxxxx
Title: Executive Vice President
THE BANK OF NEW YORK, AS SWAP CONTRACT
ADMINISTRATOR FOR CWABS, INC. ASSET-BACKED
CERTIFICATES SERIES 2006-18
By: /s/ Xxxxxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxxx
Title: Vice President
SWISS RE FINANCIAL PRODUCTS CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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