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Exhibit 99.3
ASSIGNMENT
AGREEMENT
ASSIGNMENT AGREEMENT, dated as of
November 8, 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
2006-20, pursuant to a Swap Contract Administration Agreement (the "Swap
Contract Administration Agreement") dated as of November 8, 2006, and BEAR
STEARNS FINANCIAL PRODUCTS INC. ("Remaining Party").
W I T N E S
S E T H:
- - - - - -
- - - -
WHEREAS, effective as of November
8, 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 October 26, 2006, whose BEAR STEARNS
FINANCIAL PRODUCTS INC. reference number is FXCWL0620 (the
"Confirmation"), a
copy of which is attached hereto as Exhibit I;
WHEREAS, the Confirmation
supplements, forms a part of, and is 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
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 November 8, 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
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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 and its liability under this Assignment Agreement and under the Swap
Contract Administration Agreement shall be as set forth in 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 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 Swap Contract
Administration Agreement or the pooling and servicing agreement for CWABS,
Inc. Asset-Backed Certificates Series 2006-20 dated as of October 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, 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 Transaction
pursuant to this Assignment Agreement.
5. Governing Agreement. Following
the assignment of the Assigned
Transaction pursuant to the terms hereof, 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 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. 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;
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(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






