SUBSEQUENT TRANSFER AGREEMENT
EXHIBIT
99.1
SUBSEQUENT
TRANSFER AGREEMENT, dated as of March 30, 2007 (this “Subsequent Transfer
Agreement”), among CWABS, INC., a Delaware corporation, as depositor (the
“Depositor”), COUNTRYWIDE HOME LOANS, INC., a New York corporation, in its
capacity as a seller under the Pooling and Servicing Agreement referred to
below
(“CHL”), PARK MONACO INC., a Delaware corporation, in its capacity as a seller
under the Pooling and Servicing Agreement (“Park Monaco”), PARK SIENNA LLC, a
Delaware limited liability company, in its capacity as a seller under the
Pooling and Servicing Agreement (“Park Sienna” and, together with CHL and Park
Monaco, the “Sellers”) and THE BANK OF NEW YORK, a New York banking corporation,
as trustee (the “Trustee”);
WHEREAS,
the Depositor, CHL, Park Monaco, Park Sienna, the Trustee, Countrywide Home
Loans Servicing LP, as Master Servicer, and The Bank of New York Trust Company,
N.A., as Co-Trustee, have entered into the Pooling and Servicing Agreement,
dated as of February 1, 2007 (the “Pooling and Servicing Agreement”), relating
to the CWABS, Inc. Asset-Backed Certificates, Series 2007-2 (capitalized
terms
not otherwise defined herein are used as defined in the Pooling and Servicing
Agreement);
WHEREAS,
Section 2.01(d) of the Pooling and Servicing Agreement provides for the parties
hereto to enter into this Subsequent Transfer Agreement in accordance with
the
terms and conditions of the Pooling and Servicing Agreement;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged the
parties hereto agree as follows:
(a) The
“Subsequent Transfer Date” with respect to this Subsequent Transfer Agreement
shall be March 30, 2007.
(b) The
“Subsequent Transfer Date Purchase Amount” with respect to this Subsequent
Transfer Agreement shall be $348,937,917.33.
(c) The
Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date shall
be
subject to the terms and conditions of the Pooling and Servicing
Agreement.
(d) Annex
I hereto sets forth a list of the Mortgage Loans which are Delay Delivery
Mortgage Loans.
(e) In
case any provision of this Subsequent Transfer Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions or obligations shall not in any way be affected or impaired
thereby.
(f) In
the event of any conflict between the provisions of this Subsequent Transfer
Agreement and the Pooling and Servicing Agreement, the provisions of the
Pooling
and Servicing Agreement shall prevail.
(g) This
Subsequent Transfer Agreement shall be governed by, and shall be construed
and
enforced in accordance with the laws of the State of New York.
(h) The
Subsequent Transfer Agreement may be executed in one or more counterparts,
each
of which so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.
2
IN
WITNESS WHEREOF, the parties to this Subsequent Transfer Agreement have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
| CWABS, INC., | ||
|
as
Depositor
|
||
| By: /s/ Xxxxxx Xxxxx | ||
| Name: Xxxxxx Xxxxx | ||
| Title: Executive Vice President | ||
| COUNTRYWIDE HOME LOANS, INC., | ||
|
as
a Seller
|
||
| By: /s/ Xxxxxx Xxxxx | ||
| Name: Xxxxxx Xxxxx | ||
| Title: Executive Vice President | ||
| PARK MONACO INC., | ||
|
as
a Seller
|
||
| By: /s/ Xxxxxx Xxxxx | ||
| Name: Xxxxxx Xxxxx | ||
| Title: Executive Vice President | ||
| PARK SIENNA LLC, | ||
|
as
a Seller
|
||
| By: /s/ Xxxxxx Xxxxx | ||
| Name: Xxxxxx Xxxxx | ||
| Title: Executive Vice President | ||
3
| THE BANK OF NEW YORK, | ||
| not in its individual capacity, | ||
| but solely as Trustee | ||
|
By:
/s/ Xxxxxxxx Xxxxxx
|
||
|
Name:
Xxxxxxxx Xxxxxx
|
||
|
Title:
Assistant Treasurer
|
4
Annex
I
Mortgage
Loans for which All or a Portion of a Related Mortgage File is not Delivered
to
the Trustee on or prior to the Subsequent Transfer Date
[On
file
with the Trustee.]
5
