ASSIGNMENT AGREEMENT
EXHIBIT
99.11
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 Corridor Contract
Administrator for CWABS Asset-Backed Certificates Trust 2007-5, pursuant to
a
Corridor Contract Administration Agreement (the “Corridor 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 (the “Assigned Transactions”) as evidenced by those certain
confirmations with a Trade Date of March 23, 2007, whose DEUTSCHE BANK AG,
NEW
YORK BRANCH reference numbers are N590861N/N590862N, N590854N/N590855N and
N590857N/N590858N (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 Confirmation 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 “Existing 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 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, and Assignor hereby terminates
its
rights under and in respect of the Assigned Transactions; provided, that such
release shall not affect Assignor’s obligation to pay the Fixed Amounts in
accordance with the terms of the Assigned Transactions and the
Confirmations.
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 Corridor Contract Administrator under the Corridor Contract
Administration Agreement and its liability under this Assignment Agreement
and
under the Corridor Contract Administration Agreement shall be as set forth
in
the Corridor Contract Administration Agreement; (b) in no case shall BNY
(or any
person acting as successor Corridor Contract Administrator under the Corridor
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
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 Corridor
Contract Administration Agreement or the pooling and servicing agreement
for
CWABS Asset-Backed Certificates Trust 2007-5 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 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 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:
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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;
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(c)
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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;
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(d)
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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 force and effect and all conditions of any such consents have
been
complied with; and
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(e)
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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 Confirmations 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 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.
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 Transactions, 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 2007-5
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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Deutsche
Bank AG, Head Office
Xxxxxxxxxxxx
00
00000
Xxxxxxxxx
XXXXXXX
Attention: Legal
Department
Facsimile
No: 0049 69 910 36097
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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 Transactions
shall be made by wire transfer according to the following
instructions:
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The
Bank
of New York
New
York,
NY
ABA
#
000-000-000
GLA
#
111-565
For
Further Credit: TAS A/C 540727
Attn:
Xxxxxxx Xxxxxx 000-000-0000
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/ Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Executive Vice President
THE
BANK
OF NEW YORK, AS CORRIDOR CONTRACT ADMINISTRATOR FOR CWABS ASSET-BACKED
CERTIFICATES TRUST 2007-5
By:
/s/ Xxxxxxxx Xxxxxx
Name:
Xxxxxxxx Xxxxxx
Title:
Vice President
DEUTSCHE
BANK AG, NEW YORK BRANCH
By:
/s/ Xxxxxxxxxxx Xxxxxxxxx
Name:
Xxxxxxxxxxx Xxxxxxxxx
Title:
Authorized Signatory
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Exhibit
I
[Filed
as Exhibits 99.8, 99.9 and 99.10 herein.]
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