Exhibit 99.3
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of March 30, 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-S3, pursuant to a Corridor Contract Administration Agreement (the
"Corridor Contract Administration Agreement") dated as of March 30, 2007, and
BEAR ▇▇▇▇▇▇▇ FINANCIAL PRODUCTS INC. ("Remaining Party").
W I T N E S S E T H:
WHEREAS, effective as of March 30, 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 March 27, 2007, whose BEAR ▇▇▇▇▇▇▇ FINANCIAL PRODUCTS INC.
reference number is ▇▇▇▇▇▇▇▇▇, (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 March 30, 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. 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 6:
"Regulation AB Compliance. BSFP and Counterparty agree that the
terms of the Item 1115 Agreement dated as of January 30, 2006
(the "Regulation AB Agreement"), between Countrywide Home Loans,
Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and
Bear ▇▇▇▇▇▇▇ Financial Products Inc. shall be incorporated by
reference into this Agreement so that Counterparty 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."
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;
(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.
2
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., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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-S3 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: DPC Manager
Telex No. ▇▇▇-▇▇▇-▇▇▇▇
copy to: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Derivative Operations - 7th Floor
Telex No: ▇▇▇-▇▇▇-▇▇▇▇
or 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:
The Bank of New York
New York, NY
ABA # ▇▇▇-▇▇▇-▇▇▇
GLA # 111-565
For Further Credit: TAS A/C 540788
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
3
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.
4
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
----------------------------------
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-S3
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: VICE PRESIDENT
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BEAR ▇▇▇▇▇▇▇ FINANCIAL PRODUCTS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Title: AUTHORIZED SIGNATORY
-----------------------------------
5
IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as of the date first above written.
COUNTRYWIDE HOME LOANS, INC.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
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-S3
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: VICE PRESIDENT
----------------------------------
BEAR ▇▇▇▇▇▇▇ FINANCIAL PRODUCTS INC.
By: /s/ ▇▇▇ MANIEVITZ
-------------------------------------
Name: ▇▇▇ MANIEVITZ
-----------------------------------
Title: AUTHORIZED SIGNATORY
----------------------------------
5
Exhibit I
BEAR ▇▇▇▇▇▇▇
BEAR ▇▇▇▇▇▇▇ FINANCIAL PRODUCTS INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
DATE: March 28, 2007
TO: Countrywide Home Loans, Inc.
ATTENTION: ▇▇. ▇▇▇▇ ▇▇▇▇▇
TELEPHONE: ▇-▇▇▇-▇▇▇-▇▇▇▇
FACSIMILE: ▇-▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇-▇▇▇-▇▇▇-▇▇▇▇
FROM: Derivatives Documentation
TELEPHONE: ▇▇▇-▇▇▇-▇▇▇▇
FACSIMILE: ▇▇▇-▇▇▇-▇▇▇▇
SUBJECT: Fixed Income Derivatives Confirmation and Agreement
REFERENCE NUMBER: ▇▇▇▇▇▇▇▇▇
The purpose of this letter agreement ("Agreement") is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear ▇▇▇▇▇▇▇ Financial Products Inc. ("BSFP") and
Countrywide Home Loans, Inc. ("Counterparty"). This Agreement, which evidences
a complete and binding agreement between BSFP and Counterparty to enter into
the Transaction on the terms set forth below, constitutes a "Confirmation" as
referred to in the "ISDA Form Master Agreement" (as defined below), as well as
a "Schedule" as referred to in the ISDA Form Master Agreement.
1. This Agreement is subject to and incorporates the 2000 ISDA Definition
(the "Definitions"), as published by the International Swaps and
Derivatives Association, Inc. ("ISDA"). BSFP and Counterparty have agreed
to enter into this Agreement in lieu of negotiating a Schedule to the
1992 ISDA Master Agreement (Multicurrency--Cross Border) form (the "ISDA
Form Master Agreement"). An ISDA Form Master Agreement shall be deemed to
have been executed by BSFP and Counterparty on the date we entered into
the Transaction. All provisions contained in, or incorporated by
reference to, the ISDA Form Master Agreement shall govern the Transaction
referenced in this Confirmation except as expressly modified herein. In
the event of any inconsistency between the provisions of this Agreement
and the Definitions or the ISDA Form Master Agreement, this Agreement
shall prevail for purposes of the Transaction.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Type of Transaction: Rate Cap
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 2 of 11
Notional Amount: With respect to any Calculation
Period, the amount set forth for such
period in the Schedule of Notional
Amounts attached hereto.
Trade Date: March 27, 2007
Effective Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Date: March 25, 2009, subject to adjustment
in accordance with the Business Day
Convention.
Fixed Amount (Premium):
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date: March 30, 2007
Fixed Amount: USD 8,000
Floating Amounts:
Floating Rate Payer: BSFP
Cap Rate: With respect to any Calculation
Period, the rate set forth for such
period in the Schedule of Notional
Amounts attached hereto.
Floating Rate Payer
Period End Dates: The 25th calendar day of each month
during the Term of this Transaction,
commencing April 25, 2007 and ending
on the Termination Date, subject to
adjustment in accordance with the
Business Day Convention.
Floating Rate Payer
Payment Dates: Early Payment shall be applicable.
One Business Day preceding each
floating Rate Payer Period End Date.
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
than 9.00000% then the Floating Rate
for such Calculation Period shall be
deemed to be 9.00000%.
Designated Maturity: One month
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 3 of 11
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each Calculation
Period.
Compounding: Inapplicable
Business Days for payments: New York
Business Day Convention; Modified Following
3. Additional Provisions: Each party hereto is hereby advised
and acknowledges that the other party
has engaged in (or refrained from
engaging in) substantial financial
transactions and has taken (or
refrained from taking) other material
actions in reliance upon the entry by
the parties into the Transaction
being entered into on the terms and
conditions set forth herein and in
the Confirmation relating to such
Transaction, as applicable. This
paragraph shall be deemed repeated on
the trade date of each Transaction.
4. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
Master Agreement will apply to any Transaction.
2) Termination Provisions. For purposes of the ISDA Form Master Agreement:
(a) "Specified Entity" is not applicable to BSFP or Counterparty for any
purpose.
(b) "Specified Transaction" is not applicable to BSFP or Counterparty for any
purpose, and, accordingly, Section 5(a)(v) of the ISDA Form Master Agreement
shall not apply to BSFP or Counterparty.
(c) The "Cross Default" provisions of Section 5(a)(vi) of the ISDA Form Master
Agreement will not apply to BSFP or to Counterparty.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the ISDA
Form Master Agreement will not apply to BSFP or to Counterparty.
(e) The "Automatic Early Termination" provision of Section 6(a) of the ISDA
Form Master Agreement will not apply to BSFP or to Counterparty.
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 4 of 11
(f) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA
Form Master Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(g) "Termination Currency" means United States Dollars.
3) Tax Representations. Not applicable
4) Limitation on Events of Default. Notwithstanding the terms of Sections 5
and 6 of the ISDA Form Master Agreement, if at any time and so long as the
Counterparty has satisfied in Vail all its payment obligations under Section
2(a)(i) of the ISDA Form Master Agreement and has at the time no future
payment obligations, whether absolute or contingent, under such Section, then
unless BSFP is required pursuant to appropriate proceedings to return to the
Counterparty or otherwise returns to the Counterparty upon demand of the
Counterparty any portion of any such payment, (a) the occurrence of an event
described in Section 5(a) of the ISDA Form Master Agreement with respect to
the Counterparty shall not constitute an Event of Default or Potential Event
of Default with respect to the Counterparty as Defaulting Party and (b) BSFP
shall be entitled to designate an Early Termination Date pursuant to Section 6
of the ISDA Form Master Agreement only as a result of the occurrence of a
Termination Event set forth in either Section 5(b)(i) or 5(b)(ii) of the ISDA
Form Master Agreement with respect to BSFP as the Affected Party or Section
5(b)(iii) of the ISDA Form Master Agreement with respect to BSFP as the
Burdened Party.
5) Documents to be Delivered. For the purpose of Section 4(a) of the ISDA Form
Master Agreement:
(1) Tax forms, documents, or certificates to be delivered are:
Party required to deliver document Form/Document/ Date by which to
Certificate be delivered
BSFP and the Counterparty Any document required or Promptly after the earlier of
reasonably requested to allow the (i) reasonable demand by either
other party to make payments under party or (ii) learning that such
this Agreement without any form or document is required
deduction or withholding for or on
the account of any Tax or with
such deduction or withholding at a
reduced rate
(2) Other documents to be delivered are:
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 5 of 11
Party required to deliver Form/Document/ Date by which to be Covered by Section 3(d)
document Certificate delivered Representation
BSFP and the Counterparty Any documents required by Upon the execution and Yes
the receiving party to delivery of this Agreement
evidence the authority of and such Confirmation
the delivering party or
its Credit Support
Provider, if any, for it
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 or its
Credit support Provider to
perform its obligations
under this Agreement, such
Confirmation and/or Credit
Support Document, as the
case may be
BSFP and the Counterparty A certificate of an Upon the execution and Yes
authorized officer of the delivery of this Agreement
party, as to the and such Confirmation
incumbency and authority
of the respective officers
of the party signing this
Agreement, any relevant
Credit Support Document,
or any Confirmation, as
the case may be
6) Miscellaneous. Miscellaneous
(a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form
Master Agreement:
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 6 of 11
Address for notices or communications to BSFP:
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: DPC Manager
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Derivative Operations - 7th Floor
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(For all purposes)
Address for notices or communications to the Counterparty:
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
(b) Process Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) of the ISDA Form Master
Agreement will not apply to this Agreement: neither BSFP nor the
Counterparty have any Offices other than as set forth in the Notices
Section and BSFP agrees that, for purposes of Section 6(b) of the ISDA
Form Master Agreement, it shall not in future have any Office other than
one in the United States.
(d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form
Master Agreement:
BSFP is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 7 of 11
(e) Calculation Agent. The Calculation Agent is BSFP; provided, however, that
if an Event of Default occurs with respect to BSFP, then 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 BSFP or the
Counterparty.
(g) Credit Support Provider.
BSFP: Not Applicable
The Counterparty: Not Applicable
(h) Governing Law. The parties to this Agreement hereby agree that the law of
the State of New York shall govern their rights and duties in whole.
(i) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue
in full force and effect as if this Agreement had been executed with the
invalid or unenforceable portion eliminated, so long as this Agreement as so
modified continues to express, without material change, the original
intentions of the parties as to the subject matter of this Agreement and the
deletion of such portion of this Agreement will not substantially impair the
respective benefits or expectations of the parties.
The parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or enforceable term, provision, covenant or condition, the economic effect of
which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j) Consent to Recording. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any and
all communications between officers or employees of the parties, waives any
further notice of such monitoring or recording, and agrees to notify its
officers and employees of such monitoring or recording.
(k) Waiver Jury Trial. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document.
(l) BSFP will not unreasonably withhold or delay its consent to an assignment
of this Agreement to any other third party.
(m) Set-off. The provisions for Set-off set forth in Section 6(e) of the ISDA
Form Master Agreement shall not apply for purposes of this Transaction.
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 8 of 11
7) "Affiliate" will have the meaning specified in Section 14 of the ISDA Form
Master Agreement, provided that BSFP shall not be deemed to have any
Affiliates for purposes of this Agreement, including for purposes of Section
6(b)(ii).
8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
the end thereof the following subsection (g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date when it
enters into a Transaction that:--
(1) Nonreliance. It is not relying on any statement or
representation of the other party regarding the Transaction (whether written
or oral), other than the representations expressly made in this Agreement or
the Confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through
independent professional advice) the Transaction and has made its own decision
to enter into the Transaction; and
(ii) It understands the terms, conditions and risks of the
Transaction and is willing and able to accept those terms and conditions and
to assume those risks, financially and otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of
managing its borrowings or investments, hedging its underlying assets or
liabilities or in connection with a line of business.
(4) Principal. It is entering into the Transaction as principal, and
not as agent or in any other capacity, fiduciary or otherwise."
NEITHER THE BEAR ▇▇▇▇▇▇▇ COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE
OF THE BEAR ▇▇▇▇▇▇▇ COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A
CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 9 of 11
5. Account Details and
Settlement Information: Payments to BSFP:
Citibank, N.A., New York
ABA Number: ▇▇▇-▇▇▇▇-▇▇, for the account of
Bear, ▇▇▇▇▇▇▇ Securities Corp.
Account Number: 0925-3186, for further credit to
Bear ▇▇▇▇▇▇▇ Financial Products Inc.
Sub-account Number: 102-04654-1-3
Attention: Derivatives Department
Payments to Counterparty:
Please provide
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,
Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to ▇▇▇-▇▇▇-▇▇▇▇. For inquiries regarding U.S. Transactions,
please contact Derivatives Documentation by telephone at ▇▇▇-▇▇▇-▇▇▇▇. For all
other inquiries please contact Derivatives Documentation by telephone at
▇▇▇-▇-▇▇▇-▇▇▇▇. Originals will be provided for your execution upon your
request.
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 10 of 11
We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.
Very truly yours,
BEAR ▇▇▇▇▇▇▇ FINANCIAL PRODUCTS INC.
By: /s/ ▇▇▇▇▇ Manivetz
------------------------------------
Name: ▇▇▇▇▇ MANIVETZ
Title: AUTHORIZED SIGNATORY
Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
As authorized agent or officer for Countrywide Home Loans, Inc.
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: EXECUTIVE VICE PRESIDENT
er
Reference Number: ▇▇▇▇▇▇▇▇▇
Countrywide Home Loans, Inc.
March 28, 2007
Page 11 of 11
SCHEDULE OF NOTIONAL AMOUNTS
(all such dates subject to adjustment
in accordance with the Business Day Convention)
From and Including To but excluding Notional Amount Cap Rate
------------------ ---------------- --------------- --------
(USD)
-----
Effective Date 25-Apr-2007 298,454,000.00 8.63991%
25-Apr-2007 25-May-2007 291,933,027.00 7.47694%
25-May-2007 25-Jun-2007 283,227,301.00 7.22343%
25-Jun-2007 25-Jul-2007 274,552,216.00 7.47681%
25-Jul-2007 25-Aug-2007 264,429,361.00 7.22330%
25-Aug-2007 25-Sep-2007 253,384,649.00 7,22323%
25-Sep-2007 25-Oct-2007 241,448,410.00 7.47659%
25-Oct-2007 25-Nov-2007 228,655,686.00 7.22308%
25-Nov-2007 25-Dec-2007 215,044,840.00 7.47644%
25-Dec-2007 25 Jan-2008 200,659,876.00 7.22293%
25-Jan-2008 25-Feb-2008 185,553,717 00 7.22289%
25-Feb-2008 25-Mar-2008 169,779,763.00 7.74724%
25-Mar-2008 25-Apr-2008 153,897,729.00 7.22323%
25-Apr-2008 25-May-2008 138,328,497.00 7.47705%
25-May-2008 25-Jun-2008 123,191,226.00 7.22398%
25-Jun-2008 25-Jul-2008 108,474,018.00 7.47784%
25-Jul-2008 25-Aug-2008 94,165,300.00 7.22474%
25-Aug-2008 25-Sep-2008 80,253,819.00 7.22512%
25-Sep-2008 25-Oct-2008 66,728,627.00 7.47903%
25-Oct-2008 25-Nov-2008 53,579,078.00 7.22590%
25-Nov-2008 25-Dec-2008 40,794,817.00 7.47984%
25-Dec-2008 25-Jan-2009 28,365,775.00 7.22669%
25-Jan-2009 25-Feb-2009 16,282,156.00 7.22709%
25-Feb-2009 Termination Date 4,534,434.00 8.04258%
Annex A
Item 1115 Agreement dated as of January 30, 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 BEAR ▇▇▇▇▇▇▇ FINANCIAL
PRODUCTS INC., 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);
2
(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) 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
3
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.
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 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
4
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
broker dealer acting as underwriter, 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 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.
5
(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 ratings related requirement of the applicable
rating agencies at such time) 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 which approval is not needed if
such assignment is to a subsidiary of The Bear ▇▇▇▇▇▇▇
Companies, Inc., provided the Depositor is given notice) and
any rating agency, if applicable, on terms 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
6
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.
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 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.
7
(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.
(j) CHL agrees to provide to the Counterparty prior to January 30,
2006 the methodology for its estimate of maximum probable exposure
represented by the Derivative Agreements and then to provide
notice of any changes to the methodology.
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: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CWMBS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CWALT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CWHEQ, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
9
BEAR ▇▇▇▇▇▇▇ FINANCIAL PRODUCTS INC.
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: DPC Manager
10