Exhibit 99.7
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of September 25, 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
2006-17, pursuant to a Swap Contract Administration Agreement (the "Swap
Contract Administration Agreement") dated as of September 25, 2006, 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 September 25, 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 September 8, 2006, whose SWISS RE FINANCIAL
PRODUCTS CORPORATION reference number is 1073229 (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 December 15, 2005, 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 September 25, 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
Remaining Party'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; (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 2006-17
dated as of September 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
September 25, 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 2006-17 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
Fax: /Phone:
Attention: Swap Documentation
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 501354
Attn: XxxXxxxx 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 September 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
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:
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"With respect to each Calculation Period the amount set forth for such
period in Annex 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 Annex A attached hereto and (b)
the aggregate Certificate Principal Balance of the Class 1-A, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class X-0, Xxxxx X-0, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and
Class B Certificates (as defined in the Pooling and Servicing
Agreement) immediately prior to the Optional Termination) divided by
(ii) the corresponding amount set forth for such period in Annex A
attached hereto."
(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 2006-17 (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/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
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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 2006-17
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
---------------------------------
Title: Assistant Vice President
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SWISS RE FINANCIAL PRODUCTS CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Senior Vice President
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