EXHIBIT 99.4
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of March 29, 2007 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK ("Assignee"), as Corridor Contract Administrator for CWABS Asset-Backed
Certificates Trust 2007-4, pursuant to a Corridor Contract Administration
Agreement (the "Corridor Contract Administration Agreement") dated as of March
29, 2007, and SWISS RE FINANCIAL PRODUCTS CORPORATION ("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 a
certain Transaction (the "Assigned Transaction") as evidenced by a Confirmation
with a Trade Date of March 20, 2007, whose SWISS RE FINANCIAL PRODUCTS
CORPORATION reference number is 1365946, (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 an ISDA Master Agreement (Multicurrency--Cross
Border) form (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 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 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 Fixed 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 solely in its capacity as Corridor Contract Administrator under the
Corridor Contract Administration Agreement; and (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.
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 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 the
transaction 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;
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 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. 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 Transaction 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 Transaction on or after the Effective
Date.
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8. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
9. Notices. For the purposes of this Assignment Agreement and Section
12(a) of the ISDA Form Master Agreement of the Assigned Transaction, the
addresses for notices or communications are as follows: (i) in the case of
Assignor, Countrywide Home Loans, Inc., 0000 Xxxx Xxxxxxx, Xxxx Xxxx XX-000,
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, 0 Xxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Corporate Trust MBS Administration, CWABS, Series 2007-4, 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: 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: Head of Operations
Telex No. 000-000-0000
copy to: 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000
Attention: Legal Department
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:
The Bank of New York
New York, NY
ABA # 000-000-000
GLA # 111-565
For Further Credit: TAS A/C 540724
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 2007-4
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Treasurer
SWISS RE FINANCIAL PRODUCTS CORPORATION
By: /s/ Xxxxx Xxxxx
-------------------
Name: Xxxxx Xxxxx
Title: Authorized Signatory
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Exhibit I
[Filed as Exhibit 99.2 herein]
