EXHIBIT 99.8
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of March 29, 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
2007-3, pursuant to a Corridor Contract Administration Agreement (the
"Corridor Contract Administration Agreement") dated as of March 29, 2007, and
BEAR XXXXXXX FINANCIAL PRODUCTS INC. ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of March 29, 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 16, 2007, whose BEAR XXXXXXX
FINANCIAL PRODUCTS INC. reference numbers are FXNEC9324, FXNEC9325, and
FXNEC9326 (each, a "Confirmation" and collectively, the "Confirmations"),
copies of which are attached hereto as Exhibit I;
WHEREAS, the Confirmations supplement, form a part of, and are 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
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 29, 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, Inc. Asset-Backed Certificates Series
2007-3 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. Following the assignment of the Assigned
Transactions pursuant to the terms hereof, the Assigned Transactions and the
Confirmations 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 Transactions (the "Assignee Agreement"). The
Confirmations, 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. Additional Provision. Each party hereby agrees that the Confirmations
and thus the Assigned Transactions are each hereby amended as follows:
(a) The following additional provision shall be added as a new Section
6:
"Regulation AB Compliance. BSFP and Counterparty agree that the
terms of the Item 1115 Agreement dated as of January 30, 2006 (the
"Regulation AB Agreement"), between Countrywide Home Loans, Inc.,
CWABS, Inc., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and Bear
Xxxxxxx Financial Products Inc. shall be incorporated by reference
into this Agreement so that Counterparty shall be an
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express third party beneficiary of the Regulation AB Agreement. A
copy of the Regulation AB Agreement is attached hereto as Annex
A."
7. 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;
(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 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.
8. Indemnity. Each of Assignor and Remaining Party 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. Each of
Assignee and Remaining Party (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.
9. 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.
10. 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
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Administration, CWABS, Series 2007-3 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: 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
or such other address as may be hereafter furnished in writing to
Assignor and Assignee.
11. Payments. All payments (if any) remitted by Remaining Party under
the Assigned Transactions 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 540723
Attn: Xxxxxxx Xxxxxx 000-000-0000
Fax: 000-000-0000
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
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Name: Xxxxxx Xxxxx
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Title: Executive Vice President
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THE BANK OF NEW YORK, NOT IN ITS INDIVIDUAL
OR CORPORATE CAPACITY BUT SOLELY AS CORRIDOR
CONTRACT ADMINISTRATOR FOR CWABS ASSET-BACKED
CERTIFICATES TRUST 2007-3
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Assistant Treasurer
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BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Authorized Signatory
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[The Regulation AB Agreement referenced in Section 6 is included as part of
Exhibit 99.2 herein.]
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Exhibit I
[Filed as Exhibits 99.5, 99.6 and 99.7 herein.]
