ASSIGNMENT AGREEMENT
EXHIBIT
99.11
ASSIGNMENT
AGREEMENT, dated as of May 4, 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 2007-7, pursuant to a Corridor
Contract Administration Agreement (the “Corridor Contract Administration
Agreement”) dated as of May 4, 2007, and BNP PARIBAS (“Remaining
Party”).
WITNESSETH:
WHEREAS,
effective as of May 4, 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 April 27, 2007, whose BNP PARIBAS reference
numbers are 2403467, 2403441 and 2403472 (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 May
28,
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 May 4, 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; (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 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 Corridor Contract
Administration Agreement or the pooling and servicing agreement for CWABS
Asset-Backed Certificates Trust 2007-7 dated as of April 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, BNY, 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 May
4,
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:
|
(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.
2
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 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 Existing
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, CWABS, Series 2007-7
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:
|
BNP
Paribas, 000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000
XXX
|
|
Attention:
|
Legal
and Transaction Management Group – ISDA
|
|
Telephone
No:
|
x(000)
000-0000
|
|
Facsimile
No:
|
x(000)
000-0000
|
with
a
copy to:
|
Address:
|
BNP
Paribas, Paris, 0 Xxx Xxxxxxxx, 00000 Xxxxx
|
|
Attention:
|
Legal
and Transaction Management Group – ISDA
|
|
Telephone
No:
|
+(33)
(0) 0 0000 0000
|
|
Facsimile
No:
|
+(33)
(0) 0 0000 0000 / 7511
|
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 540853 | |
| 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.
[Remainder
of the page intentionally left blank]
3
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 CORRIDOR CONTRACT ADMINISTRATOR FOR CWABS ASSET-BACKED CERTIFICATES TRUST 2007-7 | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: Assistant Treasurer | |||
| BNP PARIBAS | |||
|
|
By:
|
/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
| Title: Authorize Signatory | |||
4
Exhibit
I
[Filed
as
Exhibits 99.8, 99.9 and 99.10 herein.]
