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EXHIBIT 99.3
ASSIGNMENT
AGREEMENT
ASSIGNMENT AGREEMENT, dated as of
June 29, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"),
JPMORGAN CHASE
BANK, N.A. ("Assignee"), not in its individual capacity but solely in
its
capacity as Cap Contract Administrator for CWHEQ Revolving Home Equity Loan
Trust, Series 2006-E, pursuant to a Cap Contract Administration Agreement (the
"Cap Contract Administration Agreement") dated as of June 29, 2006,
and
BARCLAYS BANK PLC ("Remaining Party").
W I T N E S
S E T H:
- - - - - -
- - - -
WHEREAS, effective as of June 29,
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 June 12, 2006 whose BARCLAYS BANK PLC
reference number is 1239473B \ 0 (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 June 29, 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 Assignor's
obligation to pay the Fixed Amount in accordance with the terms of the
Assigned Transaction and the Confirmation.
<PAGE>
3. Limitation on Liability.
Assignor and Remaining Party agree to the
following: (a) JPMorgan Chase Bank, N.A. ("JPMorgan") is entering
into this
Assignment Agreement not in its individual capacity but solely in its capacity
as Cap Contract Administrator under the Cap Contract Administration Agreement;
and (b) in no case shall JPMorgan (or any person acting as successor Cap
Contract Administrator under the Cap 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 Effective 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. Additional Provision. Each party
hereby agrees that the Confirmation
and thus the Assigned Transaction are each hereby amended as follows:
(a) The following additional provision shall be
added as a new Section
8:
"Regulation AB
Compliance. Party A and Party B agree that the
terms of the Item 1115
Agreement dated as of February 16, 2006
(the "Regulation AB
Agreement"), between Countrywide Home Loans,
Inc., CWABS, INC., CWMBS,
Inc., CWALT, Inc., CWHEQ, Inc. and
Barclays Bank PLC shall be
incorporated by reference into this
Agreement so that Party B
shall be an express third party
beneficiary of the Regulation
AB Agreement. A copy of the
Regulation AB Agreement is
attached hereto as Annex A."
(b) The Item 1115 Agreement
dated as of February 16, 2006, between
Countrywide Home Loans, Inc.,
CWABS, INC., CWMBS, Inc., CWALT, Inc.,
CWHEQ, Inc. and Barclays Bank PLC,
a copy of which is attached hereto as
Exhibit II, shall be added 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;
2
<PAGE>
(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.
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 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.
9. Governing Law. This Assignment
Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
10. 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., 4500 Park Granada, Calabasas,
California 91302, Attention: Darren Bigby, 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, JPMorgan Chase Bank, N.A., 4 New York Plaza, 6th Floor, New York,
New York 10004, Attention: Worldwide Securities Services/Structure Finance
Services, Countrywide HEL CWHEQ 2006-E or such other address as may be
hereafter furnished in writing to Assignor and Remaining Party; and (iii) in
the case of Remaining Party, Barclays Bank PLC, 5 The North Colonade, Canary
Wharf, E14 4 BB, 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 Transaction shall be made by wire transfer according to the
following instructions:
JPMorgan Chase Bank, N.A. -
Houston, TX.
ABA# 113000609
Acct Number: 00103409232
Acct Name: Houston Structured
Finance
Ref: CWHEQ 2006-E
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.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as of the date first above written.
COUNTRYWIDE HOME LOANS, INC.
By: /s/
Darren Bigby
----------------------------------------
Name:
Darren Bigby
--------------------------------------
Title:
Executive Vice President
-------------------------------------
JPMORGAN CHASE BANK, N.A., not in its
individual capacity but solely as Cap
Contract Administrator for CWHEQ Revolving
Home Equity Loan Trust, Series 2006-E
By: /s/
Keith Richardson
-----------------------------------------
Name:
Keith Richardson
---------------------------------------
Title:
Attorney-In-Fact
--------------------------------------
BARCLAYS BANK PLC
By: /s/
Julie Stern
-----------------------------------------
Name: Julie Stern
---------------------------------------
Title:
Director
--------------------------------------
<PAGE>
EXHIBIT I
CONFIRMATION
<PAGE>
Page 14
of 14
[LOGO OMITTED] BARCLAYS 5 The North
Colonnade
CAPITAL Canary Wharf
London E14 4BB
United Kingdom
Tel +44 (0)20 7623 2323
To: COUNTRYWIDE HOME LOANS
INCORPORATED (the "Counterparty")
Attn: RITA BOURNE
Fax No: (00)1 818-2254001
From: BARCLAYS BANK PLC
(LONDON HEAD OFFICE) ("Barclays")
Date: June 21, 2006
Reference: 1239473B\0
Rate Cap
Confirmation
The purpose of this facsimile (this "Confirmation") is to confirm the
terms
and conditions of the Transaction entered into between us on the Trade Date
specified below (the "Transaction").
The definitions and provisions contained in the 2000 ISDA Definitions (the
"2000 Definitions"), as published by the International Swaps and
Derivatives
Association, Inc. ("ISDA") are incorporated into this Confirmation.
In the
event of any inconsistency between the 2000 Definitions and this Confirmation,
this Confirmation will govern for the purposes of the Transaction. Reference
herein to a "Transaction" shall be deemed to be reference to a
"Swap
Transaction" for the purposes of the 2000 Definitions. Capitalized terms
used
in this Confirmation and not defined in this Confirmation or the 2000
Definitions shall have the respective meaning assigned in the Agreement. Each
party hereto agrees to make payment to the other party hereto in accordance
with the provisions of this Confirmation and of the Agreement. In this
Confirmation, "Party A" means Barclays and "Party B" means
the Counterparty.
1. This Confirmation supersedes any previous Confirmation or other
communication with respect to the Transaction and evidences a complete and
binding agreement between you and us as to the terms of the Swap Transaction
to with this Confirmation relates. This Confirmation is subject to the terms
and conditions of the ISDA Master Agreement dated as of May 17, 1996, between
each of Party A and Party B and shall be subject to that ISDA Master
Agreement.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------
------------------------------------------------------
2. TRADE DETAILS
---------------------------------------------------------
------------------------------------------------------
<S> <C>
Notional Amount: With
respect to any Calculation Period, the amount
set forth for such period in Schedule A attached
hereto.
---------------------------------------------------------
------------------------------------------------------
Trade Date:
June 12, 2006
---------------------------------------------------------
------------------------------------------------------
Effective Date: June
29, 2006
---------------------------------------------------------
------------------------------------------------------
Termination Date:
January 15, 2012, subject to adjustment in
<PAGE>
Page 2 of 11
---------------------------------------------------------
------------------------------------------------------
accordance with the Following Business Day
Convention.
---------------------------------------------------------
------------------------------------------------------
Fixed Amounts:
--------------------------------------------------------
-------------------------------------------------------
Fixed Amount Payer: Counterparty
--------------------------------------------------------
-------------------------------------------------------
Fixed Rate Payer Payment
Date(s): June 14,
2006; subject to adjustment in accordance
with the Following Business Day Convention.
Fixed Amount:
USD23,500
--------------------------------------------------------
-------------------------------------------------------
Floating Amounts: To be
determined in accordance with the following
formula:
Greater of (i) (Floating Rate -- Cap Rate) + Notional
Amount + Floating Rate Day Count Fraction, and
(ii) zero.
--------------------------------------------------------
-------------------------------------------------------
Floating Amount Payer: Barclays
--------------------------------------------------------
-------------------------------------------------------
Cap Rate
Please see Schedule attached hereto
--------------------------------------------------------
-------------------------------------------------------
Floating Rate Payer Payment
Date(s): Each Payment shall be applicable.
For each Calculation
Period, the first Business Day prior to each Floating
Rate Payer Period End Date.
--------------------------------------------------------
-------------------------------------------------------
Floating Rate Payer Period End
Date(s): The 15th of each
month in each year from (and
including) August 15,
2006 to (and including) the
Termination Date; subject to adjustment in accordance
with the Following Business Day Convention
Floating Rate Option: USD-LIBOR-BBA.
For the avoidance of doubt, the
Floating Rate shall be subject to interpolation.
Floating Rate Day Count
Fraction: Actual/360
Designated Maturity: 1 Month
--------------------------------------------------------
-------------------------------------------------------
Reset Dates: The first day
of each Calculation Period.
--------------------------------------------------------
-------------------------------------------------------
Business Days: New
York
---------------------------------------------------------
------------------------------------------------------
Governing Law: The
Transaction and this Confirmation will be
governed by and construed in
accordance with laws of
the State of New York (without reference to choice
of law doctrine except Section 5-1401 and Section
5-1402 of the New York General Obligation Law).
---------------------------------------------------------
------------------------------------------------------
3. ACCOUNT
DETAILS
---------------------------------------------------------
------------------------------------------------------
Payments to Barclays:
Correspondent: BARCLAYS BANK PLC NEW YORK
FFED: 026002574
Beneficiary: BARCLAYS SWAPS
Beneficiary Account: 050-01922-8
---------------------------------------------------------
------------------------------------------------------
<PAGE>
Page 3 of 11
---------------------------------------------------------
------------------------------------------------------
Payments to Counterparty: Beneficiary
Account: BANK OF AMERICA
NA-SAN FRANCISCO
FEED:
121000358
Beneficiary: COUNTRYWIDE HOME
LOANS, INC.
A/C: 12352 06200
---------------------------------------------------------
------------------------------------------------------
4.
OFFICES
---------------------------------------------------------
------------------------------------------------------
Barclays:
Address for Notices:
--------------------
5 The North Colonnade
Canary
Wharf
El4 - 4BB
Tel: 44(20) 7773 6461
Fax: 44(20) 7773
6810
---------------------------------------------------------
------------------------------------------------------
Counterparty:
Address for Notices:
--------------------
C/O COUNTRYWIDE FUNDING
CORPORATION
31303 AGOURA ROAD
MAIL STOP WLAR-43
WESTLAKE VILLAGE CA 91363
Tel: 1(818) 874-8057
Fax: 1(818) 225-4001
---------------------------------------------------------
------------------------------------------------------
</TABLE>
5. Left Intentionally Blank.
6. Assignment of the Transaction:
At the option of the Counterparty, upon payment of the Fixed Amount and
satisfaction of any other conditions described herein, on a date in the
future, the ("Transfer Date") Barclays and an entity (the
"Transferee") to be
designated by the Counterparty and approved by Barclays will enter into a
novation agreement (substantially in the form of the ISDA Form Novation
Agreement published by the International Swaps and Derivatives Association,
Inc., a copy of which is attached hereto as Annex A and otherwise acceptable
to Barclays) under which, among other things, the Counterparty will transfer
its interest as the Counterparty to the Transaction under this Confirmation to
the Transferee, and under which the Transferee shall assume the rights and
obligations of the Counterparty to the Transaction under this Confirmation
(the "Transfer"). Upon transfer of this Transaction to the
Transferee, all
references to Party B or the Counterparty or words of similar meaning or
import shall be deemed to be a reference to the Transferee.
As of the date of such Transfer, the Transferee and Barclays will be deemed to
enter into an ISDA Master Agreement in the form of the 1992 ISDA Master
Agreement (Multicurrency - Cross Border) published by the International Swaps
and Derivatives Association, Inc. (the "Form ISDA Master Agreement")
without
any Schedule, except for the elections that are provided in Part 7 of this
Confirmation. As of the date of such Transfer, as between the Transferee and
Barclays, this Confirmation shall be deemed to supplement, form a part of, and
be subject to the Form ISDA Master Agreement (together, the "Transferred
Agreement"). All provisions contained in the Form ISDA Master Agreement
shall
govern this Confirmation except as expressly modified herein.
7. Provisions Deemed Incorporated into
this Agreement upon Transfer:
As of the date of Transfer, the following provisions i) through vii) will be
deemed to be incorporated into the Transferred Agreement.
i) The parties agrees that subparagraph (ii)
of Section 2(e) of the
ISDA Form Master Agreement
will apply to any Transaction.
<PAGE>
Page 4
of 11
ii) Termination Provisions. For purposes of the
Transferred Agreement:
(a) "Specified Entity" means in
relation to Party A for the
purpose of the
Agreement:
Section 5(a)(v): None;
Section 5(a)(vi): None;
Section 5(a)(vii): None;
Section 5(b)(iv): None;
And in relation to
Party B for the purpose of this Agreement:
Section 5(a)(v): None;
Section 5(a)(vi): None;
Section 5(a)(vii): None;
Section 5(b)(iv): None;
(b) "Specified Transaction" shall be
inapplicable to Party A and
Party B.
(c) The "Breach of Agreement"
provisions of Section 5(a)(ii) of
the Agreement will be
inapplicable to Party A and Party B.
(d) The "Credit Support Default"
provisions of Section 5(a)(iii)
of the Agreement will
be inapplicable to Party B.
(e) The "Misrepresentation" provisions
of Section 5(a)(iv) of
the Agreement will be
inapplicable to Party A and Party B.
(f) The "Default Under Specified
Transaction" provision of
Section 5(a)(v) of the
Agreement will be inapplicable to
Party A and Party B.
(g) The "Cross Default" provisions of
Section 5(a)(vi) of the
Agreement will be
inapplicable to Party A and Party B.
(h) The "Credit Event Upon Merger"
provisions of Section
5(b)(iv) of the Agreement will be
inapplicable to Party A
and Party B.
(i) The "Bankruptcy" provisions of
Section 5(a)(vii)(2) will not
apply to Party B.
(j) The "Automatic Early Termination"
provisions of Section 6(a)
of the Agreement will
be inapplicable to Party A and Party
B.
(k) Payments on Early Termination. For the
purpose of Section
6(e) of the Transferred
Agreement.
(i) Market Quotation will apply.
(ii) The Second Method will apply.
iii) "Termination Currency" means United
States Dollars.
iii) Tax Representations.
Payer Tax Representations.
For the purpose of Section 3(e), each
of Barclays and the
Counterparty makes the following
representation:
It is not required by
any applicable law, as modified by the
practice of any
relevant governmental revenue authority, of
any Relevant
Jurisdiction to make any deduction or
withholding for or on
account of any Tax from any payment
(other than interest
under Section 2(e), 6(d)(ii) or 6(e) of
this Agreement) to be
made by it to the other party under
this Agreement. In
making this representation, it may rely
on: (i) the accuracy of
any representation made by the other
party pursuant to Section 3(f) of
<PAGE>
Page 5
of 11
this Agreement; (ii)
the satisfaction of the agreement of
the other party
contained in Section 4(a)(i) or 4(a)(iii) of
this Agreement and the
accuracy and effectiveness of any
document provided by
the other party pursuant to Section
4(a)(i) or 4(a)(iii) of
this Agreement; and (iii) the
satisfaction of the
agreement of the other party contained
in Section 4(d) of this
Agreement, provided that it shall
not be a breach of this
representation where reliance is
placed on clause (ii)
and the other party does not deliver a
form or document under
Section 4(a)(iii) by reason of
material prejudice to
its legal or commercial position.
Barclays Payee Tax
Representations. For the purpose of Section
3(f), Barclays makes the
following representations:
With respect to
payments made to Barclays which are not
effectively connected
to the U.S.: It is a non-U.S. branch
of a foreign person for
U.S. federal income tax purposes.
With respect to
payments made to Barclays which are
effectively connected
to the U.S.: Each payment received or
to be received by it in
connection with this Agreement will
be effectively connected with its
conduct of a trade or
business in the U.S.
Counterparty Payee Tax
Representations. For the purpose of Section
3(f), Counterparty makes the
following representation:
Counterparty represents that it is
a "United States Person"
as such term is defined
in Section 7701(a)(30) of the
Internal Revenue Code
of 1986, as amended.
iv) Documents to be Delivered. For the purpose
of Section 4(a):
(a) Tax forms, documents or certificates to be
delivered are:
<TABLE>
<CAPTION>
---------------------------------------- --------------------------------------
--------------------------------------
Party required to deliver document
Form/Document/Certificate
Date by which to be delivered
---------------------------------------- --------------------------------------
--------------------------------------
<S>
<C> <C>
Barclays and Counterparty
Any documents required or reasonably
Promptly after the earlier of (i)
requested to allow the other party
reasonable demand by either party or
to make payments under this
(ii) within 30 days of the Transfer
Agreement without any deduction
or Date.
withholding
for or on the account of
any Tax or with such deduction or
withholding at a reduced rate.
---------------------------------------- --------------------------------------
--------------------------------------
</TABLE>
(b) Other documents to be delivered are:
<TABLE>
<CAPTION>
------------------------------- ---------------------------------------
------------------------ ---------------------
Party required to deliver
Form/Document/Certificate
Date by which to be Covered
by Section
document
delivered 3(d)
representing
------------------------------- ---------------------------------------
------------------------ ---------------------
<S>
<C>
<C>
<C>
Barclays and the Counterparty Any
documents required or reasonably Transfer Date Yes
requested
by the receiving party to
evidence
authority of the delivering
party or
its Credit Support
Provider, if any, to execute and
deliver
this Agreement, any
Confirmation, and any Credit Support
Documents
to which it is a party, and
to evidence the authority of
the
delivering party to its Credit
Support
Provider to perform its
obligations under this Agreement, such
Confirmation and/or
Credit Support
Document,
as the case may be.
------------------------------- ---------------------------------------
------------------------ ---------------------
<PAGE>
Page 6 of 11
------------------------------- ---------------------------------------
------------------------ ---------------------
Barclays and the Counterparty A
certificate of an authorized
Transfer Date Yes
officer
of the party, as to the
incumbency and authority of the
respective officers of the party
signing
this agreement, or any
relevant
Credit Support
Confirmation, as the case may be.
------------------------------- ---------------------------------------
------------------------ ---------------------
</TABLE>
v) Miscellaneous.
(a) Address for Notices: For the purposes of
Section 12(a) of this
Agreement:
Address for notices or
communications to Barclays:
Address: 5 The North Colonnade
Canary Wharf
E14 4BB
Facsimile: 44(20) 777 36461
Phone: 44(20) 777 36810
Address for notices or
communications to the Counterparty:
To be provided by counterparty.
(b) Process Agent. For the purpose of Section
13(c):
Barclays appoints as the
Process Agent: Barclays Bank PLC,
New York Branch.
Counterparty appoints as its
Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a)
will apply to this
Agreement.
(d) Multibranch Party. For the purpose of
Section 10(c) of this
Agreement:
Barclays is a
Multibranch Party and may act through its
London and New York
offices.
Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is
Barclays; provided,
however, that if an Event of
Default occurs with respect to
Barclays, the Counterparty
shall be entitled to appoint a
financial institution which
would qualify as a Reference Market
maker to act as Calculation
Agent.
(f) Credit Support Document. Not applicable for
either Barclays or the
Counterparty.
(g) Credit Support Provider.
With respect to
Barclays: Not Applicable.
With respect to
Counterparty: Not Applicable.
<PAGE>
Page 7
of 11
(h) Governing Law. This Agreement shall be
governed by, and construed
in accordance with the laws
of the State of New York (without
reference to choice of law
doctrine except Section 5-1401 and
Section 5-1402 of the New
York General Obligation Law).
(i) Consent to Recording. Each party hereto
consents and agrees the
monitoring or recording, at
any time and from time to time, by the
