Exhibit 99.7
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of February 27, 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
2006-3, pursuant to a Swap Contract Administration Agreement (the "Swap
Contract Administration Agreement") dated as of February 27, 2006, and XXXXXX
BROTHERS SPECIAL FINANCING INC. ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of February 27, 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 February 16, 2006, whose XXXXXX
BROTHERS SPECIAL FINANCING INC. reference number is Global IDs: 2409509,
2409782 (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 June 6, 1996, 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 February 27,
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 Additional Payment 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 2006-3 dated as of February 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
February 27, 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 2006-3 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: Xxxxxx Brothers Special Financing Inc.
c/x Xxxxxx Brothers Inc.
Transaction Management Group
Corporate Advisory Division
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Documentation Manager
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 530232
Attn: Xxx Xxxxx Xxxxxxx 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
February 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
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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:
"With respect to each Calculation Period the amount set forth for
such period in Appendix 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 Appendix A attached hereto) and (b) the
aggregate Principal Balance of the Reference Assets immediately
prior to the Optional Termination) divided by (ii) the
corresponding amount set forth for such period in Appendix A."
(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 2006-3 (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/ Xxxx Xxxxxxx Xx.
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Name: Xxxx Xxxxxxx Xx.
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Title: Senior Vice President
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THE BANK OF NEW YORK, AS SWAP
CONTRACT ADMINISTRATOR FOR CWABS,
INC. ASSET-BACKED CERTIFICATES
SERIES 2006-3
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
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Title: Assistant Vice President
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XXXXXX BROTHERS SPECIAL FINANCING
INC.
By: /s/ X. Xxxxxx
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Name: X. Xxxxxx
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Title:
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