Exhibit 99.4
EXECUTION COPY
NOVATION
AGREEMENT
dated as of March 17, 2008
among:
Belmont Funding LLC
(the “
Transferor ”),
STEERS Repo Pass-Thru Trust,
2008-1 (the
“ Transferee ”)
and
Agilent Technologies World
Trade, Inc. (the “ Remaining Party
”)
The
Transferor and the Remaining Party have entered into the
Transaction identified in the attached Schedule A (the “
Old Transaction ”), evidenced by a Confirmation dated
November 16, 2007 (Reference: “Project Arrow Repurchase
Transaction”) (the “ Old Confirmation ”)
and subject to a TBMA Master Repurchase Agreement dated as of
November 16, 2007 between the Transferor and the Remaining
Party (the “ Old Agreement ”), as supported by a
Second Amended and Restated Guaranty of Agilent
Technologies, Inc. (the “ Guaranty ”) in
regard of the Remaining Party’s obligations under the Old
Transaction.
The
Remaining Party and the Transferee are entering into a TBMA Master
Repurchase Agreement (the “ New Agreement ”)
dated the date hereof, including an Annex I to the New Agreement in
the form of Schedule B hereto.
(1)
With effect from and
including March 17, 2008 (the “ Novation Date
”), the Transferor wishes to transfer by novation to the
Transferee, and the Transferee wishes to accept the transfer by
novation of, all the rights, liabilities, duties and obligations of
the Transferor under and in respect of, and all of
Transferor’s rights and interest in the Guaranty in respect
of, the portion of the Purchase Price of the Old Transaction equal
to an amount of at least $100,000 or an integral multiple thereof
and as specified in the attached Schedule A (such portion, the
“ Novated Portion ”), with the effect that the
Remaining Party and the Transferee enter into a new transaction
between them having a Purchase Price equal to the Novated Portion
(and, for the avoidance of doubt, having identical terms to that of
the Old Transaction, save for (x) any rights, liabilities or
obligations of the Remaining Party or the Transferor with respect
to payments or other obligations due and payable or due to be
performed on or prior to the Novation Date and (y) any changes
resulting from differences between the Old Agreement and the New
Agreement or differences between the Old Confirmation and the New
Confirmation (as defined below)) (the “ New
Transaction ”).
(2)
With effect from and
including the Novation Date, as applicable, the Transferor wishes
to transfer to the Transferee the number of Purchased Securities
equal to the portion of the Purchased Securities transferred by the
Remaining Party in respect of the Novated Portion of the Old
Transaction together with any Income received (whether received
prior to, on or after the Novation Date) that has not been
transferred as of the Novation Date in accordance with Paragraph 5
of the Old Agreement (as amended and supplemented by Annex I
thereto), provided that the Transferee’s obligations in
respect of any such Income shall be determined by reference to the
date of receipt thereof by the Transferor.
(3)
[Reserved].
(4)
Pursuant to paragraph
15(a) of the Old Agreement , as amended by Annex I thereto, s
uch transfer as set forth in paragraphs
(1) and (2) above may be made without the prior consent of the
Remaining Party ,
and therefore w ith
effect from and including the Novation Date, the Remaining Party
accepts the Transferee as its sole counterparty with respect to the
New Transaction.
(5)
The Transferor and the
Remaining Party wish to have released and discharged their
respective obligations under and in respect of the Novated Portion
of the Old Transaction.
Accordingly, the parties agree as
follows:
1.
Definitions.
Terms defined in the Old Agreement and the Old
Confirmation are used herein as so defined, unless otherwise
provided herein.
2.
Transfer, Release, Discharge, Amendment and
Undertakings.
With effect from and including the Novation
Date and in consideration of the mutual representations, warranties
and covenants contained in this Novation Agreement and other good
and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged by each of the parties):
(a)
the Remaining Party and
the Transferor are each released and discharged from obligations to
each other with respect to the Novated Portion of the Old
Transaction and their respective rights against each other with
respect to such Novated Portion, provided that such release,
cancellation and discharge shall not affect any rights, liabilities
or obligations of the Remaining Party or the Transferor with
respect to payments or other obligations due and payable, or due to
be performed, prior to the Novation Date, and all such payments and
obligations shall be paid or performed by the Remaining Party or
the Transferor in accordance with the terms of the Old
Transaction;
(b)
the Transferor assigns and
transfers to the Transferee its rights and interest under the
Guaranty to the extent related to obligations of the Remaining
Party in respect of the Novated Portion of the Old Transaction,
provided that such assignment shall not affect any rights or
interest with respect to payments due and payable by the Remaining
Party prior to the Novation Date;
