Exhibit 99.3
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ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of February 28, 2007 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), THE BANK OF NEW
YORK ("Assignee"), not in its individual or corporate capacity, but solely as
Corridor Contract Administrator for CWHEQ Home Equity Loan Trust, Series
2007-S1, pursuant to a Corridor Contract Administration Agreement (the "Corridor
Contract Administration Agreement") dated as of February 28, 2007, and SWISS RE
FINANCIAL PRODUCTS CORPORATION ("Remaining Party").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, effective as of February 28, 2007, 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 Confirmation
with a Trade Date of February 22, 2007, whose SWISS RE FINANCIAL PRODUCTS
CORPORATION reference number is 1291160, (the "Confirmation"), 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 February 28, 2007
(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.
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 solely in its capacity as Corridor Contract Administrator under the
Corridor Contract Administration Agreement; and (b) in no case shall BNY (or any
person acting as successor Corridor Contract Administrator under the Corridor
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 trade date of
the Transaction (the "Assignee Agreement"). The Confirmation, together with all
other documents referring to the ISDA Form Master Agreement confirming the
transaction 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;
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.
7. 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.
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8. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
9. 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., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, 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, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Corporate Trust MBS Administration, CWHEQ, Series 2007-S1 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: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Head of Operations
Telex No. ▇▇▇-▇▇▇-▇▇▇▇
copy to: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
Attention: Legal Department
Telex No: ▇▇▇-▇▇▇-▇▇▇▇
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 # ▇▇▇-▇▇▇-▇▇▇
GLA # 111-565
For Further Credit: TAS A/C 540447
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
11. 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/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Title: Executive Vice President
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THE BANK OF NEW YORK, AS CORRIDOR CONTRACT
ADMINISTRATOR FOR CWHEQ HOME EQUITY LOAN
TRUST, SERIES 2007-S1
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Title: Vice President
--------------------------------------
SWISS RE FINANCIAL PRODUCTS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Title: Authorized Signatory
--------------------------------------
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SWISS RE FINANCIAL PRODUCTS CORPORATION
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇/Phone: (▇▇▇) ▇▇▇-▇▇▇▇
DATE: February 28, 2007
TO: Countrywide Home Loans, Inc. ("Party B")
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Documentation Unit
FROM: Swiss Re Financial Products Corporation ("Party A")
RE: CORRIDOR TRANSACTION - Class A-1-A Certificates
Our Reference Number: 1291160
Dear Sir or Madam:
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between Countrywide Home Loans, Inc.
and Swiss Re Financial Products Corporation (each a "party" and together "the
parties") on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" and the definitions and
provisions contained in the 2000 ISDA Definitions (the "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 Definitions and this Confirmation, this Confirmation will govern.
This Confirmation will be governed by and subject to the terms and conditions
which would be applicable if, prior to the Trade Date, the parties had executed
and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form
published by ISDA in 1992 (the "Master Agreement"), with the attached Schedule B
as the Schedule to the Master Agreement and the modifications provided below
(collectively, the "Agreement"). In the event of any inconsistency between the
provisions of the Master Agreement and this Confirmation and the attached
Schedule B, this Confirmation will govern.
Other capitalized terms used herein (but not otherwise defined) shall have the
meaning specified in that certain Pooling and Servicing Agreement, dated as of
February 1, 2007, among CWHEQ, Inc., as depositor, CHL, as a seller, Park
Granada LLC, as a seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a
seller, Countrywide Home Loans Servicing LP, as master servicer, and The Bank of
New York, as trustee, with respect to the CWHEQ Home Equity Loan Trust, Series
2007-S1 (the "Pooling and Servicing Agreement").
In this Confirmation "Party A" means Swiss Re Financial Products Corporation and
"Party B" means Countrywide Home Loans, Inc.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, each party represents to the other party and will be deemed to
represent to the other party on the date on which it enters into a Transaction
that
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(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Principal. In the case of Party A, and Party B it is acting as principal
and not as agent when entering into the Transaction.
(ii) Non-Reliance. In the case of both parties, it is acting for its own
account, it has made its own independent decisions to enter into the
Transaction and as to whether the Transaction is appropriate or proper for
it based upon its own judgment and upon advice from such advisors as it
has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to
enter into the Transaction; it being understood that information and
explanations related to the terms and conditions of the Transaction shall
not be considered investment advice or a recommendation to enter into the
Transaction. No communication (written or oral) received from the other
party shall be deemed to be an assurance or guarantee as to the expected
results of that Transaction.
(iii) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of
the Agreement and the Transaction. It is also capable of assuming, and
assumes, the financial and other risks of the Agreement and the
Transaction.
(iv) Status of Parties. The other party is not acting as an agent, fiduciary or
advisor for it in respect of that Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: The amount set forth on the attached
Amortization Schedule, Schedule A
Trade Date: February 22, 2007
Effective Date: February 28, 2007
Termination Date: January 25, 2009, subject to adjustment
in accordance with the Following
Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Date: February 28, 2007
Fixed Amount: USD 19,000
Floating Amounts:
Floating Rate Payer: Party A
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Cap Rate: With respect to any Calculation Period,
the amount set forth for such period on
Schedule A attached hereto under the
heading Cap Rate (%)
Floating Rate Payer Period End The 25th day of each month, subject to
Dates: adjustment in accordance with the
Following Business Day Convention.
Floating Rate Payer Payment Dates: Two (2) Business Days prior to each
Period End Date, commencing on March
22, 2007
Floating Rate Option: USD-LIBOR-BBA; provided, however, that
if the Floating Rate determined from
such Floating Rate Option for any
Calculation Period is greater an 9.000%
then the Floating Rate for such
Calculation Period shall be deemed to
be 9.000%.
Designated Maturity: One month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation
Period.
Compounding: Inapplicable
Business Days for payment: New York
Calculation Agent: Party A; provided, however, that if an
Event of Default occurs with respect to
Party A, then Party B shall be entitled
to appoint a financial institution
which would qualify as a Reference
Market-maker to act as Calculation
Agent (such financial institution
subject to Party A's consent).
3. Recording of Conversations
Each party (i) consents to the recording of the telephone conversations of
trading and marketing personnel of the parties, (ii) agrees to obtain any
necessary consent of, and give notice of such recording to, such personnel of
it, and (iii) agrees that recordings may be submitted in evidence in any
proceedings relating to this Agreement or any potential Transaction.
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4. Account Details:
Account for payments to Party A: JPMorgan Chase Bank
SWIFT: ▇▇▇▇▇▇▇▇
Account of: Swiss Re Financial Products
Account No.: 066-911184
ABA# ▇▇▇▇▇▇▇▇▇
Account for payments to Party B: As per Party B's standard settlement
instructions.
5. Offices:
The Office of Party A for this
Transaction is: New York, NY
The Office of Party B for this
Transaction: New York, NY
6. This Agreement may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.
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Please promptly confirm that the foregoing correctly sets forth the terms of
the Transaction entered into between us by executing this Confirmation and
returning it to us by facsimile to:
Swiss Re Financial Products Corporation
Attention: Derivatives Documentation
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Swiss Re Financial Products Accepted and confirmed as of the
Corporation date first written:
Countrywide Home Loans, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ---------------------------------
Title: Authorized Signatory Title: Executive Vice President
--------------------------------- ---------------------------------
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Schedule A to the Confirmation dated as February 28, 2007
Re: Reference Number: 1291160
Between Swiss Re Financial Products Corporation and Countrywide Home Loans,
Inc. ("Party B").
Amortization Schedule, subject to adjustment in accordance with the Following
Business Day Convention
-------------------- ------------------- ------------------ --------------------
From and including To but excluding Notional Amount Cap Rate (%)
(USD)
-------------------- ------------------- ------------------ --------------------
2/28/2007 3/25/2007 531,454,000 8.92032%
-------------------- ------------------- ------------------ --------------------
3/25/2007 4/25/2007 516,974,827 7.17826%
-------------------- ------------------- ------------------ --------------------
4/25/2007 5/25/2007 501,264,276 7.42014%
-------------------- ------------------- ------------------ --------------------
5/25/2007 6/25/2007 483,866,742 7.17814%
-------------------- ------------------- ------------------ --------------------
6/25/2007 7/25/2007 464,821,299 7.42002%
-------------------- ------------------- ------------------ --------------------
7/25/2007 8/25/2007 444,174,540 7.17801%
-------------------- ------------------- ------------------ --------------------
8/25/2007 9/25/2007 421,980,470 7.17794%
-------------------- ------------------- ------------------ --------------------
9/25/2007 10/25/2007 398,300,344 7.41978%
-------------------- ------------------- ------------------ --------------------
10/25/2007 11/25/2007 373,202,456 7.17777%
-------------------- ------------------- ------------------ --------------------
11/25/2007 12/25/2007 346,761,865 7.41959%
-------------------- ------------------- ------------------ --------------------
12/25/2007 1/25/2008 319,060,102 7.17757%
-------------------- ------------------- ------------------ --------------------
1/25/2008 2/25/2008 290,188,925 7.17747%
-------------------- ------------------- ------------------ --------------------
2/25/2008 3/25/2008 261,232,347 7.67844%
-------------------- ------------------- ------------------ --------------------
3/25/2008 4/25/2008 233,028,314 7.17834%
-------------------- ------------------- ------------------ --------------------
4/25/2008 5/25/2008 205,575,840 7.42074%
-------------------- ------------------- ------------------ --------------------
5/25/2008 6/25/2008 178,854,030 7.17923%
-------------------- ------------------- ------------------ --------------------
6/25/2008 7/25/2008 152,842,561 7.42166%
-------------------- ------------------- ------------------ --------------------
7/25/2008 8/25/2008 127,521,665 7.18013%
-------------------- ------------------- ------------------ --------------------
8/25/2008 9/25/2008 102,872,114 7.18058%
-------------------- ------------------- ------------------ --------------------
9/25/2008 10/25/2008 78,875,208 7.42307%
-------------------- ------------------- ------------------ --------------------
10/25/2008 11/25/2008 56,608,846 7.18150%
-------------------- ------------------- ------------------ --------------------
11/25/2008 12/25/2008 35,014,039 7.42403%
-------------------- ------------------- ------------------ --------------------
12/25/2008 1/25/2009 14,019,351 7.18243%
-------------------- ------------------- ------------------ --------------------
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Schedule B to the Confirmation dated as of February 28, 2007
Re: Reference Number: 1291160
Between Swiss Re Financial Products Corporation ("Party A") and Countrywide Home
Loans, Inc. ("Party B").
Part 1. Termination Provisions.
(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 the Agreement:
Section 5(a)(v): None.
Section 5(a)(vi): None.
Section 5(a)(vii): None.
Section 5(b)(iv): None.
(b) "Specified Transaction" will have the meaning specified in Section 14 of the
Agreement.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii) of the Agreement
will be inapplicable to 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 B.
(f) The "Default Under Specified Transaction" provisions 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 "Automatic Early Termination" provision of Section 6(a) of the Agreement
will be inapplicable to Party A and Party B
(j) Payments on Early Termination. For the purpose of Section 6(e) of the
Agreement:
(i) Market Quotation will apply; and
(ii) The Second Method will apply.
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(k) "Termination Currency" means United States Dollars.
(l) "Additional Termination Event" will not apply, except as provided in Part
5(k) hereof, any confirmation and in the Regulation AB Agreement as defined in
Part 5(m) hereof.
Part 2. Tax Representations.
Payer Representations. For the purpose of Section 3(e) of the Agreement,
Party A will make the following representation and Party B will not make
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 the
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
representations made by the other party pursuant to Section 3(f) of the
Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of the 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 the Agreement and (iii) the satisfaction of the agreement of
the other party contained in Section 4(d) of the 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) of the Agreement by reason of material prejudice to its
legal or commercial position.
Payee Representations. For the purpose of Section 3(f) of the Agreement,
Party A makes the following representations:
(i) Party A represents that it is a corporation organized under the laws
of the State of Delaware.
(ii) Party B represents that it is a "United States person" as such term
is defined in Section 7701(a)(3) of the Internal Revenue Code of
1986, as amended.
Part 3. Agreement to Deliver Documents.
For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Party A and Party
B agree to deliver the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are:
--------------------------------------------------------------------------------
Party Required to Form/Document/Certificate Date by Which
Deliver Document to be Delivered
--------------------------------------------------------------------------------
Party A and Party B Any form or document required Promptly upon reasonable
or reasonably requested to Demand by the other
allow the other party to make party.
payments under the Agreement
without any deduction or
withholding for or on account
of any Tax, or with such
deduction or withholding at a
reduced rate.
--------------------------------------------------------------------------------
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(b) Other documents to be delivered and covered by the Section 3(d)
representation are:--
---------------- -------------------------- --------------------- --------------
Covered by
Party required Form/Document/or Date by which to Section 3(d)
to deliver Certificate be delivered representation
---------------- -------------------------- --------------------- --------------
Party A Certified copy of the Concurrently with Yes
Board of Directors the execution and
resolution (or delivery of the
equivalent authorizing Confirmation.
documentation) which
sets forth the authority
of each signatory to the
Confirmation signing on
its behalf and the
authority of such party
to enter into
Transactions
contemplated and
performance of its
obligations hereunder.
---------------- -------------------------- --------------------- --------------
Party A Incumbency Certificate Concurrently with Yes
and Party B (or, if available the the execution and
current authorized delivery of the
signature book or Confirmation unless
equivalent authorizing previously delivered
documentation) and still in full
specifying the names, force and effect.
titles, authority and
specimen signatures of
the persons authorized
to execute the
Confirmation which sets
forth the specimen
signatures of each
signatory to the
Confirmation signing on
its behalf.
---------------- -------------------------- --------------------- --------------
Party A The Guaranty of Swiss Concurrently with No
Reinsurance Company the execution and
("Swiss Re"), dated as delivery of the
of the date hereof, Confirmation.
issued by Swiss Re as
Party A's Credit Support
Provider (in the form
annexed hereto as
Exhibit A).
---------------- -------------------------- --------------------- --------------
Party B The Pooling and Concurrently with No
Servicing Agreement. the execution and
delivery of the
Confirmation.
---------------- -------------------------- --------------------- --------------
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Part 4. Miscellaneous.
(a) Addresses for Notices. For the purposes of Section 12(a) of the Agreement:
Addresses for notices or communications to Party A and to Party B shall be
those set forth on the first page of the Confirmation.
(b) Process Agent. For the purpose of Section 13(c) of the Agreement:
Party A appoints as its Process Agent: None.
Party B appoints as its Process Agent: None.
(c) Offices. With respect to Party A, the provisions of Section 10(a) of the
Agreement will apply.
(d) Multibranch Party. For the purpose of Section 10(c) of the Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) Credit Support Document. Details of any Credit Support Document: Guaranty of
Swiss Re dated as of the date hereof in the form annexed hereto as Exhibit A.
(f) Credit Support Provider.
Credit Support Provider means in relation to Party A: Swiss Re
Credit Support Provider means in relation to Party B: None.
(g) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
conflicts of law provisions thereof).
(h) Netting of Payments. Subparagraph (ii) of Section 2(c) of the Agreement will
apply to the Transaction evidenced by the Confirmation.
(i) "Affiliate" will have the meaning specified in Section 14 of the Agreement.
(j) Jurisdiction. Section 13(b) of the Agreement is hereby amended by: (i)
deleting in the second line of subparagraph (i) thereof the word "non-": and
(ii) deleting the final paragraph thereof.
Part 5. Other Provisions.
(a) Modifications to the Agreement. Section 3(a) of the Agreement shall be
amended to include the following additional representations after paragraph
3(a)(v):
(vi) Eligible Contract Participant etc. It is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange
Act (7 U.S.C. 1a), as amended by the Commodity Futures Modernization Act
of 2000 and the Transaction evidenced hereby has been the subject of
individual negotiations and is intended to be exempt from, or otherwise
not subject to regulation thereunder.
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(b) Waiver of Right to Trial by Jury. Each party hereby irrevocably waives any
and all rights to trial by jury in any legal proceeding arising out of or
relating to this Agreement or any Transaction hereunder.
(c) Absence of Litigation. In Section 3(c) of the Agreement the words "or any
of its Affiliates" shall be deleted.
(d) Tax Event. In Section 5(b)(ii)(y) of the Agreement the words ", or there
is a substantial likelihood that it will," shall be deleted.
(e) Fully-paid Party Protected.
Notwithstanding the terms of Sections 5 and 6 of the Agreement, if Party B
has satisfied its payment obligations under Section 2(a)(i) of the
Agreement, then unless Party A is required pursuant to appropriate
proceedings to return to Party B or otherwise returns to Party B upon
demand of Party B any portion of such payment, the occurrence of an event
described in Section 5(a) of the Agreement with respect to Party B with
respect to this Transaction shall not constitute an Event of Default or
Potential Event of Default with respect to Party B as the Defaulting
Party. For purposes of the Transaction to which this Confirmation relates,
Party B's only payment obligation under Section 2(a)(i) of the Agreement
is to pay the Fixed Amount on the Fixed Rate Payer Payment Date.
(f) Proceedings.
Party A shall not institute against or cause any other person to institute
against, or join any other person in instituting against, CWHEQ Home
Equity Loan Trust, Series 2007-S1, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any federal or state bankruptcy, dissolution or similar law, for a
period of one year and one day following indefeasible payment in full of
the CWHEQ Home Equity Loan Trust, Series 2007-S1, Home Equity Loan Asset
Backed Certificates, Series 2007-S1, Class A-1-A Certificates (the
"Certificates").
(g) Set-off.
The provisions for Set-off set forth in Section 6(e) of the Agreement
shall not apply for purposes of this Transaction.
(h) Section 1(c)
For purposes of Section 1(c) of the Agreement, this Transaction shall be
the sole Transaction under the Agreement.
(i) [Reserved]
(j) Amendment to ISDA Form.
The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the
Agreement is hereby amended by deleting the word "third" in the third line
thereof and inserting the word "first" in place thereof.
7
(k) Regulation AB Compliance.
Party A and Party B agree that the terms of the Item 1115 Agreement dated
as of January 26, 2006 (the "Regulation AB Agreement"), between
Countrywide Home Loans, Inc., CWABS, Inc., CWMBS, Inc., CWALT, Inc.,
CWHEQ, Inc. and Swiss Re Financial Products Corporation 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 B.
8
Exhibit A
---------
GUARANTY
--------
To: The Bank of New York, not in its individual or corporate capacity, but
solely as Corridor Contract Administrator for CWHEQ Home Equity Loan Trust,
Series 2007-S1 (Class A-1-A Certificates) (the "Rated Securities").
1. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the
"Guarantor"), hereby absolutely and unconditionally guarantees the prompt
payment as and when due of all obligations of its indirect, wholly-owned
subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware corporation ("THE
GUARANTEED SUBSIDIARY") under, in connection with or ancillary to a long form
confirmation (Reference Number 1291160) dated as of February 28, 2007 between
the Beneficiary and THE GUARANTEED SUBSIDIARY as amended or restated from time
to time (the "Agreements") which support the issuance of the Rated Securities.
In this Guarantee these obligations are referred to as the "Guaranteed
Obligations". This Guarantee is given solely for the benefit of, and is
enforceable only by, the Beneficiary or any trustee as assignee of the
Beneficiary to which this Guarantee has been validly assigned in accordance with
applicable law and who is acting as trustee for the investors in the Rated
Securities.
2. This Guarantee constitutes a Guarantee of payment and not of collection and
is not conditional or contingent upon any attempts to collect from, or pursue or
exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for
payment hereunder may at the Beneficiary's option be made in writing addressed
to the Chief Financial Officer of the Guarantor. This Guarantee is not however
dependent in any way on the manner of the demand for payment. Delay in making a
claim will not affect the Guarantor's obligations under this Guarantee unless
the relevant legal limitation period has expired.
3. This Guarantee constitutes, and is intended by the Guarantor to constitute,
an unlimited non-accessory undertaking (,,unbeschrankte, nicht akzessorische
Verpflichtung") within the meaning of Article 111 of the Swiss Code of
Obligations (,CO`) and is not a mere surety (,,Burgschaft") within the meaning
of Article 492 et seq of the CO.
4. Notwithstanding any reference to the obligations of THE GUARANTEED
SUBSIDIARY, the Guarantor's obligations under this Guarantee are its absolute
and independent obligations as a primary obligor. Payment of a claim hereunder
is required as soon as the Guaranteed Obligations are due and payable.
5. To the extent that any event or circumstance would give rise to any legal or
equitable discharge, defence or other rights of the Guarantor under this
Guarantee, but which event or circumstance would not give rise to any discharge,
defence or other rights of THE GUARANTEED SUBSIDIARY under the Agreements, the
Guarantor hereby fully waives, subject to paragraph 7 below, such discharge,
defence, or other rights and the Guarantor's liability hereunder shall continue
as if such event or circumstance had not arisen.
6. The Guarantor further agrees, subject to paragraph 7 below, that to the
extent that any event or circumstance gives rise to any legal or equitable
discharge, defence or other rights available to both the Guarantor under the
Guarantee and THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor
hereby agrees to waive such discharge, defense or other rights against the
Beneficiary, until such time as all the Guaranteed Obligations in relation to
the same event or circumstance have been fully met as required to protect
investors in the Rated Securities.
7. Notwithstanding any other provision of this Guarantee, the Guarantor will
have the right, prior to making any payment under this Guarantee, to (a) assert
such rights of offset as are set forth in the Agreements to the extent that such
rights relate to amounts due and payable by the Beneficiary to THE GUARANTEED
SUBSIDIARY and not to amounts which are subject to dispute; and (b) defend
manifestly fraudulent claims under this Guarantee made by the Beneficiary.
9
8. This Guarantee will continue in full force and effect in relation to all
Guaranteed Obligations until all the Guaranteed Obligations have been satisfied
in full. For the avoidance of doubt, all Guaranteed Obligations entered into by
THE GUARANTEED SUBSIDIARY during the term of this Guarantee shall be honoured in
accordance with this Guarantee and shall be binding on the Guarantor and its
successors and assigns. This Guarantee may be amended only as necessary to
reflect changes to the Guaranteed Obligations which are validly agreed to by the
Beneficiary (or the trustee as assignee of the Beneficiary) in accordance with
the terms of the Rated Securities, including any requirement to obtain the
consent of some or all of the investors in the Rated Securities.
9. If any payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or reduced
as a result of insolvency or any similar event affecting creditors rights
generally having occurred in respect of THE GUARANTEED SUBSIDIARY, the
Guarantor's liability under this Guarantee shall continue as if the avoided,
recaptured or reduced payment had not occurred.
10. Upon payment by the Guarantor to the Beneficiary of any amount due under
this Guarantee, the Guarantor shall be entitled to require the assignment to it
of the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the extent
satisfied by such payment, and the Beneficiary will take at the Guarantor's
expense such steps as the Guarantor may reasonably require to implement such
assignment. The Guarantor shall not exercise any rights against THE GUARANTEED
SUBSIDIARY which it may acquire in consequence of such payment and assignment
unless and until all the Guaranteed Obligations to the Beneficiary shall have
been paid in full.
11. This Guarantee is governed and will be construed in accordance with Swiss
law. The exclusive place of jurisdiction for any legal proceeding hereunder
shall be Zurich, Switzerland.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed in
its name as of the 28th day of February, 2007.
SWISS REINSURANCE COMPANY
10
Annex A
Item 1115 Agreement dated as of January 26, 2006 (this "Agreement"),
between COUNTRYWIDE HOME LOANS, INC., a New York corporation ("CHL"), CWABS,
INC., a Delaware corporation ("CWABS"), CWMBS, Inc., a Delaware corporation
("CWMBS"), CWALT, Inc., a Delaware corporation ("CWALT"), CWHEQ, Inc., a
Delaware corporation ("CWHEQ") and SWISS RE FINANCIAL PRODUCTS CORPORATION, as
counterparty (the "Counterparty").
RECITALS
WHEREAS, CWABS, CWMBS, CWALT and CWHEQ each have filed Registration
Statements on Form S-3 (each, a "Registration Statement") with the Securities
and Exchange Commission (the "Commission") for purposes of offering mortgage
backed or asset-backed notes and/or certificates (the "Securities") through
special purpose vehicles (each, an "SPV").
WHEREAS, from time to time, on the closing date (the "Closing Date") of a
transaction pursuant to which Securities are offered (each, a "Transaction"),
the Counterparty and CHL or an underwriter or dealer with respect to the
Transaction, enter into certain derivative agreements (each, a "Derivative
Agreement"), including interest rate or currency swaps, for purposes of
providing certain yield enhancements that are assigned to the SPV or the related
trustee on behalf of the SPV or a swap or corridor contract administrator (each,
an "Administrator").
NOW, THEREFORE, in consideration of the mutual agreements set forth herein
and for other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the parties hereby agree as follows:
Section 1. Definitions
Company Information: As defined in Section 4(a)(i).
Company Financial Information: As defined in Section 2(a)(ii).
Depositor: Means CWABS, CWMBS, CWALT or CWHEQ with respect to the
related Registration Statement for which the entity of the registrant.
GAAP: As defined in Section 3(a)(v).
▇▇▇▇▇: The Commission's Electronic Data Gathering, Analysis and
Retrieval system.
Exchange Act: The Securities Exchange Act of 1934, as amended and
the rules and regulations promulgated thereunder.
Exchange Act Reports: All Distribution Reports on Form 10-D, Current
Reports on Form 8-K and Annual Reports on Form 10-K that are to be filed with
respect to the related SPV pursuant to the Exchange Act.
Master Agreement: The ISDA Master Agreement between the Counterparty
and CHL, or if no such Master Agreement exists, the ISDA Master Agreement
assumed to apply to the Derivative Agreement pursuant to its terms.
Prospectus Supplement: The prospectus supplement prepared in
connection with the public offering and sale of the related Securities.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.
Securities Act: The Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
Section 2. Information to be Provided by the Counterparty.
(a) Prior to printing the related Prospectus Supplement,
(i) the Counterparty shall provide to the related Depositor such
information regarding the Counterparty, as a derivative
instrument counterparty, as is reasonably requested by the
related Depositor for the purpose of compliance with Item
1115(a)(1) of Regulation AB. Such information shall include,
at a minimum:
(A) The Counterparty's legal name (and any d/b/a);
(B) the organizational form of the Counterparty;
(C) a description of the general character of the business
of the Counterparty;
(D) a description of any material legal or governmental
proceedings pending (or known to be contemplated)
against the Counterparty which may have a material
impact on the Counterparty's ability to perform under
the related Derivative Agreement;
(E) a description of any affiliation or relationship between
the Counterparty and any of the following parties:
(1) CHL (or any other sponsor identified to the
Counterparty by CHL);
(2) the related Depositor (as identified to the
Counterparty by CHL);
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(3) the SPV;
(4) Countrywide Home Loans Servicing LP (or any other
servicer or master servicer identified to the
Counterparty by CHL);
(5) The Bank of New York (or any other trustee
identified to the Counterparty by CHL);
(6) any originator identified to the Counterparty by
CHL;
(7) any enhancement or support provider identified to
the Counterparty by CHL; and
(8) any other material transaction party identified to
the Counterparty by CHL.
(ii) if requested by the related Depositor for the purpose of
compliance with Item 1115(b) with respect to a Transaction,
the Counterparty shall:
(A) provide the financial data required by Item 1115(b)(1)
or (b)(2) of Regulation AB (as specified by the related
Depositor to the Counterparty) with respect to the
Counterparty (or any entity that consolidates the
Counterparty) and any affiliated entities providing
derivative instruments to the SPV (the "Company
Financial Information"), in a form appropriate for use
in the Prospectus Supplement and in an ▇▇▇▇▇-compatible
form; and
(B) if applicable, cause its accountants to issue their
consent to the filing of such financial statements in
the Registration Statement.
(b) Following the Closing Date with respect to a Transaction,
(i) (I) no later than the 25th calendar day of each month, the
Counterparty shall (i) notify the related Depositor in writing
of (A) any material litigation or governmental proceedings
pending against the Counterparty which may have a material
impact on the Counterparty's ability to perform under the
related Derivative Agreement or (B) any affiliations or
relationships that develop following the Closing Date between
the Counterparty and any of the parties specified in Section
2(a)(i)(E) (and any other parties identified in writing by the
related Depositor) and (ii) provide to the related Depositor a
description of such proceedings, affiliations or relationships
as described in Section 2(b)(i)(I)(i); and
(ii) if the Counterparty provided Company Financial Information to
the related Depositor for the Prospectus Supplement, within 5
Business Days of the release of any updated financial data,
the Counterparty shall (1) provide current Company Financial
Information as required under Item
1115(b) of Regulation AB to the related Depositor in an
▇▇▇▇▇-compatible form, and (2) if applicable, cause its
accountants to issue their consent to filing or incorporation
by reference of such financial statements in the Exchange Act
Reports of the SPV;
(iii) if the related Depositor requests Company Financial
Information from the Counterparty, for the purpose of
compliance with Item 1115(b) of Regulation AB following the
Closing Date, the Counterparty shall upon five Business Days
written notice either (A), (1) provide current Company
Financial Information as required under Item 1115(b) of
Regulation AB to the related Depositor in an ▇▇▇▇▇-compatible
form, (2) if applicable, cause its accountants to issue their
consent to filing or incorporation by reference of such
financial statements in the Exchange Act Reports of the SPV
and (3) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information
as required under Item 1115(b) of Regulation AB to the related
Depositor in an ▇▇▇▇▇-compatible form and if applicable, cause
its accountants to issue their consent to filing or
incorporation by reference of such financial statements in the
Exchange Act Reports of the SPV or (B) assign the Derivative
Agreement as provided below.
(c) Prior to printing of any Prospectus Supplement, CHL and Depositor
will inform the Counterparty of the scope and extent of the
information that they need to receive from the Counterparty for use
in the related Prospectus Supplement for the purpose of compliance
with Item 1115 of Regulation AB (the "Scope of Information"). CHL
and the Depositor acknowledge that the Counterparty need not
undertake any review of the related Prospectus Supplement (other
than with respect to the Company Information and/or the Company
Financial Information) in connection with its provision of the
Company Information and/or the Company Financial Information.
Section 3. Representations and Warranties and Covenants of the Counterparty.
(a) The Counterparty represents and warrants to the related Depositor,
as of the date on which information is first provided to the related
Depositor under Section 2(a)(ii), Section 2(b)(ii) or Section
2(b)(iii)(A), that, except as disclosed in writing the related
Depositor prior to such date:
(i) The accountants who certify the financial statements and
supporting schedules included in the Company Financial
Information (if applicable) are independent registered public
accountants as required by the Securities Act.
(ii) If applicable, the financial statements included in the
Company Financial Information present fairly the consolidated
financial position of the Counterparty (or the entity that
consolidates the Counterparty) and its consolidated
subsidiaries as at the dates indicated and the consolidated
4
results of their operations and cash flows for the periods
specified; except as otherwise stated in the Company Financial
Information, said financial statements have been prepared in
conformity with generally accepted accounting principles
("GAAP") applied on a consistent basis; and the supporting
schedules included in the Company Financial Information
present fairly in accordance with GAAP the information
required to be stated therein. The selected financial data and
summary financial information included in the Company
Financial Information present fairly the information shown
therein and have been compiled on a basis consistent with that
of the audited financial statements of the Counterparty.
(iii) The Company Financial Information and other Company
Information included or incorporated by reference in the
Registration Statement (including through filing on an
Exchange Act Report), at the time they were or hereafter are
filed with the Commission, complied in all material respects
with the requirements of Item 1115(b) of Regulation AB (in the
case of the Company Financial Information) and, did not and
will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
(b) The Counterparty agrees that the terms of this Agreement shall be
incorporated by reference into any Derivative Agreement so that each
SPV who is a beneficiary of a Derivative Agreement shall be an
express third party beneficiary of this Agreement.
Section 4. Indemnification; Remedies
(a) The Counterparty shall indemnify CHL and the related Depositor, each
person responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to such
SPV, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act; each person who controls
any of such parties (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees and
agents of each of the foregoing, and shall hold each of them
harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain
arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report,
certification, accountants' consent or other material provided
in written or electronic form under Section 2 by or on behalf
of the Counterparty (collectively, the "Company Information"),
or (B) the omission or alleged omission to state in the
Company
5
Information a material fact required to be stated in the
Company Information or necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; or
(ii) any breach by the Counterparty of a representation or warranty
set forth in Section 3(a) and made as of a date prior to the
Closing Date, to the extent that such breach is not cured by
the Closing Date, or any breach by the Counterparty of a
representation or warranty pursuant to Section 3 to the extent
made as of a date subsequent to the Closing Date.
(b) (i) Any failure by the Counterparty to deliver any information,
report, certification, accountants' consent or other
material when and as required under Section 2 or any breach
by the Counterparty of a representation or warranty set
forth in Section 3 and made as of a date prior to the
Closing Date, to the extent that such breach is not cured by
the Closing Date (or in the case of information needed for
purposes of printing the Prospectus Supplement, the date of
printing of the Prospectus Supplement), or any breach by the
Counterparty of a representation or warranty pursuant to
Section 3 to the extent made as of a date subsequent to such
closing date, shall, except as provided in clause (ii) of
this paragraph, immediately and automatically, without
notice or grace period, constitute an Additional Termination
Event (as defined in the Master Agreement) with the
Counterparty as the sole Affected Party (as defined in the
Master Agreement) under the Derivative Agreement. Following
such termination, a termination payment (if any) shall be
payable by the applicable party as determined by the
application of Section 6(e)(ii) of the Master Agreement,
with Market Quotation and Second Method being the applicable
method for determining the termination payment
(notwithstanding anything in the Derivative Agreement to the
contrary).
(ii) If the Counterparty has failed to deliver any information,
report, certification or accountants' consent when and as
required under Section 2, which continues unremedied for the
lesser of ten calendar days after the date on which such
information, report, certification or accountants' consent was
required to be delivered or such period in which the
applicable Exchange Act Report for which such information is
required can be timely filed (without taking into account any
extensions permitted to be filed), and the Counterparty has
not, at its own cost, within the period in which the
applicable Exchange Act Report for which such information is
required can be timely filed caused another entity (which
meets any applicable ratings threshold in the Derivative
Agreement) to replace the Counterparty as party to the
Derivative Agreement that (i) has signed an agreement with CHL
and the Depositors substantially in the form of this
Agreement, (ii) has agreed to deliver any information, report,
certification or accountants' consent when and as required
under Section 2 hereof and (iii) is approved by the Depositor
(which approval shall not be unreasonably withheld) and any
rating agency, if applicable, on terms
6
substantially similar to the Derivative Agreement, then an
Additional Termination Event (as defined in the Master
Agreement) shall have occurred with the Counterparty as the
sole Affected Party. Following such termination, a termination
payment (if any) shall be payable by the applicable party as
determined by the application of Section 6(e)(ii) of the
Master Agreement, with Market Quotation and Second Method
being the applicable method for determining the termination
payment (notwithstanding anything in the Derivative Agreement
to the contrary).
(iii) In the event that the Counterparty or the SPV has found a
replacement entity in accordance with Section 2(b)(ii), the
Counterparty shall promptly reimburse the SPV for all
reasonable incidental expenses incurred by the SPV, as such
are incurred, in connection with the termination of the
Counterparty as counterparty and the entry into a new
Derivative Instrument. The provisions of this paragraph shall
not limit whatever rights the SPV may have under other
provisions of this Agreement or otherwise, whether in equity
or at law, such as an action for damages, specific performance
or injunctive relief.
(c) CHL and the related Depositor shall indemnify the Counterparty, each
person who controls the Counterparty (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act); and
the respective present and former directors, officers, employees and
agents of each of the foregoing, and shall hold each of them
harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain
arising out of or based upon (A) any untrue statement of a material
fact contained or alleged to be contained in the related Prospectus
Supplement (other than the Company Information), or (B) the omission
or alleged omission to state in related Prospectus Supplement (other
than the Company Information) a material fact required to be stated
in the Prospectus Supplement or necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.
Section 5. Miscellaneous.
(a) Construction. Throughout this Agreement, as the context requires,
(a) the singular tense and number includes the plural, and the
plural tense and number includes the singular; (b) the past tense
includes the present, and the present tense includes the past; and
(c) references to parties, sections, schedules, and exhibits mean
the parties, sections, schedules, and exhibits of and to this
Agreement. The section headings in this Agreement are inserted only
as a matter of convenience, and in no way define, limit, extend, or
interpret the scope of this Agreement or of any particular section.
(b) Assignment. None of the parties may assign their rights under this
Agreement without the prior written consent of the other parties.
Subject to the foregoing, this
7
Agreement shall be binding on and inure to the benefit of the
parties and their respective successors and permitted assigns.
(c) No Third-Party Benefits Except as Specified. None of the provisions
of this Agreement are intended to benefit, or to be enforceable by,
any third-party beneficiaries except the related SPV and any trustee
of an SPV or any Administrator.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without
regard to the conflict of laws principles thereof.
(e) Amendment and Waiver. This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto. No
waiver of any provision of this Agreement or of any rights or
obligations of any party under this Agreement shall be effective
unless in writing and signed by the party or parties waiving
compliance, and shall be effective only in the specific instance and
for the specific purpose stated in that writing.
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(g) Additional Documents. Each party hereto agrees to execute any and
all further documents and writings and to perform such other actions
which may be or become necessary or expedient to effectuate and
carry out this Agreement.
(h) Severability. Any provision hereof which is prohibited or
unenforceable shall be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof.
(i) Integration. This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof. There are no
restrictions, agreements, promises, representations, warranties,
covenants or undertakings with respect to the subject matter hereof
other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings between
the parties with respect to its subject matter.
8
IN WITNESS WHEREOF, the parties hereto 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.
By:
------------------------------------------
Name:
Title:
CWMBS, INC.
By:
------------------------------------------
Name:
Title:
CWALT, INC.
By:
------------------------------------------
Name:
Title:
CWHEQ, INC.
By:
------------------------------------------
Name:
Title:
COUNTRYWIDE HOME LOANS, INC.
By:
------------------------------------------
Name:
Title:
9
SWISS RE FINANCIAL PRODUCTS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
Swiss Re Financial Products Corp
10