EXHIBIT 99.3
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of June 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, Inc. Asset-Backed Certificates Series
2006-11, pursuant to a Swap Contract Administration Agreement (the "Swap
Contract Administration Agreement") dated as of June 29, 2006, BEAR XXXXXXX
FINANCIAL PRODUCTS INC. ("Remaining Party"), and BEAR XXXXXXX CAPITAL MARKETS
INC.
W I T N E S S E T H:
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WHEREAS, effective as of June 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 June 21, 2006, whose BEAR XXXXXXX FINANCIAL
PRODUCTS INC. reference number is FXCWL0611 (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 June 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
Assignor'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 2006-11 dated as of June 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, BNY, as trustee, and The Bank of New York
Trust Company, N.A., as co-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. 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;
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(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 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 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: 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 2006-11 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
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:
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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 580829
Attn: Xxxxx Xxxxx 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
dated as of June 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, 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"), immediately following all
distributions on the final Distribution Date under the Pooling and Servicing
Agreement (such date, the "Optional Termination Distribution Date"):
(a) Assignee hereby assigns all of its rights and delegates all of its
liabilities and obligations to Countrywide Home Loans, Inc., and
Countrywide Home Loans, Inc. 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"). The New Assigned Transaction shall be governed by
and form part of an agreement in the form of a 1992 ISDA Master
Agreement between Remaining Party and Countrywide Home Loans,
Inc., dated as of December 10, 1993, as amended and supplemented
from time to time. Remaining Party hereby consents to the
assignment and delegation by Assignee of all of its rights,
liabilities, and obligations under the New Assigned Transaction to
Countrywide Home Loans, Inc. pursuant to this Assignment
Agreement;
(b) Remaining Party and Assignee hereby release one another from all
liabilities and obligations owed under and in respect of the New
Assigned Transaction and the Confirmation, and Assignee hereby
terminates its rights under and in respect of the New Assigned
Transaction;
(c) Countrywide Home Loans, Inc. and Remaining Party hereby agree that
the Confirmation shall be amended as follows:
(1) the definition of Notional Amount in the Confirmation shall be
deleted in its entirety and replaced with the following:
"With respect to each remaining Calculation Period the amount set
forth for such period in Schedule A attached hereto multiplied by
a factor, determined at the time of the Optional Termination,
equal to the quotient of (i) the Notional Amount for the
Calculation Period ending on or about the Optional Termination
Distribution Date (which, for the avoidance of doubt, was an
amount equal to the lesser of (a) the amount set forth for such
period in Schedule A attached hereto and (b) the aggregate
Certificate Principal Balance of the Class 2-AV, Class 3-
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AV-1, Class 3-AV-2, Class 3-AV-3, Class MV-1, Class MV-2, Class
MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8
and Class BV Certificates immediately prior to the Optional
Termination) divided by (ii) the corresponding amount set forth
for such Calculation Period in Schedule A attached hereto."
(2) Section 5 of the Confirmation shall be deleted in its
entirety.
(d) Remaining Party and Assignee 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.
(e) Remaining Party hereby agrees that Countrywide Home Loans, Inc.
may do one of the following with the New Assigned Transaction and
the Confirmation:
(i) retain such New Assigned Transaction and Confirmation;
(ii) assign all of its rights and delegate all of its liabilities
and obligations under the New Assigned Transaction and the
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 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
Countrywide Home Loans, Inc. or Remaining Party, as applicable, 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 between Countrywide Home Loans, Inc. and Bear Xxxxxxx
Financial Products Inc. For purposes of the Optional Swap
Termination, Countrywide Home Loans, Inc. shall be the sole
Affected Party.
(f) If Countrywide Home Loans, Inc. exercises its right to retain the
New Assigned Transaction and Confirmation pursuant to Section
11(e)(i) of this Assignment Agreement, then Bear Xxxxxxx Financial
Products Inc. has the right to 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 Countrywide Home Loans,
Inc.
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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: _______________________________________
Name: _____________________________________
Title: ____________________________________
THE BANK OF NEW YORK, AS SWAP CONTRACT
ADMINISTRATOR FOR CWABS, INC. ASSET-BACKED
CERTIFICATES SERIES 2006-11
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
