3. Limitation
on Liability. Assignor and Remaining Party agree to the
following: (a) The Bank of New York (“BNY”) is entering into this Assignment
Agreement not in its individual or corporate capacity, but solely in its
capacity as Corridor Contract Administrator under the Corridor Contract
Administration Agreement and its liability under this Assignment Agreement
and
under the Corridor Contract Administration Agreement shall be as set forth
in
the Corridor Contract Administration Agreement; (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 Transactions, all
such
personal liability, if any, being expressly waived by Assignor and Remaining
Party and any person claiming by, through or under either such party; and
(c)
recourse against BNY shall be limited to the assets available under the Corridor
Contract Administration Agreement or the pooling and servicing agreement
for
CWABS Asset-Backed Certificates Trust 2007-5 dated as of March 1, 2007 among
CWABS, Inc. as depositor, Park Monaco Inc., as a seller, Park Sienna LLC,
as a
seller, Countrywide Home Loans, Inc. as a seller, Countrywide Home Loans
Servicing LP, as master servicer, The Bank of New York, as trustee, and The
Bank
of New York Trust Company, N.A., as co-trustee (the “Pooling and Servicing
Agreement”).
4. Consent
and Acknowledgment of Remaining Party. Remaining Party hereby
consents to the assignment and delegation by Assignor to Assignee of all
the
rights, duties, and obligations of Assignor under the Assigned Transactions
pursuant to this Assignment Agreement.
5. Governing
Agreement. The Assigned Transactions and the Confirmations shall
form a part of, and be subject to, the ISDA Master Agreement dated as of
March
30, 2007, as amended or supplemented from time to time (the “New Master
Agreement”), between Assignee and Remaining Party. The Confirmation
shall form a part of, and be subject to, the New Master Agreement.
6. Representations. Each
party hereby represents and warrants to the other parties as
follows:
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(a)
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It
is duly organized, validly existing and in good standing under
the laws of
its jurisdiction of organization or
incorporation;
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(b)
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It
has the power to execute and deliver this Assignment
Agreement;
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(c)
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Such
execution, delivery and performance do not violate or conflict
with any
law applicable to it, any provision of its constitutional documents,
any
order or judgment of any court or other agency of government applicable
to
it or any of its assets or any contractual restriction binding
on or
affecting it or any of its assets;
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(d)
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All
governmental and other consents that are required to have been
obtained by
it with respect to this Assignment Agreement have been obtained
and are in
full force and effect and all conditions of any such consents have
been
complied with; and
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(e)
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Its
obligations under this Assignment Agreement constitute its legal,
valid
and binding obligations, enforceable in accordance with their respective
terms.
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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 Confirmations 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. Assignor
hereby agrees to indemnify and hold harmless Assignee with respect to any
and
all claims arising under the Assigned Transactions prior to the Effective
Date. Assignee (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 Transactions on or after the Effective
Date.
8. Governing
Law. This Assignment Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to conflicts
of law provisions thereof other than New York General Obligations Law Sections
5-1401 and 5-1402.
9. Notices. For
the purposes of this Assignment Agreement and Section 12(a) of the ISDA Form
Master Agreement of the Assigned Transactions, the addresses for notices
or
communications are as follows: (i) in the case of Assignor,
Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302,
Attention: Darren Bigby, with a copy to the same address,
Attention: Legal Department, or such other address as may be
hereafter furnished in writing to Assignee and Remaining Party; (ii) in the
case
of Assignee, The Bank of New York, 101 Barclay Street, New York, New York
10286,
Attention: Corporate Trust MBS Administration, CWABS, Series 2007-5
or such other address as may be hereafter furnished in writing to Assignor
and
Remaining Party; and (iii) in the case of Remaining Party,
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Deutsche
Bank AG, Head Office
Taunusanlage
12
60262
Frankfurt
GERMANY
Attention: Legal
Department
Facsimile
No: 0049 69 910 36097
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or
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 Transactions
shall be made by wire transfer according to the following
instructions:
The
Bank
of New York
New
York,
NY
ABA
#
021-000-018
GLA
#
111-565
For
Further Credit: TAS A/C 540727
Attn:
Matthew Sabino 212-815-4800
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.
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as
of the date first above written.
COUNTRYWIDE
HOME LOANS, INC.
Title:
Executive Vice President
THE
BANK
OF NEW YORK, AS CORRIDOR CONTRACT ADMINISTRATOR FOR CWABS ASSET-BACKED
CERTIFICATES TRUST 2007-5
Title:
Vice President
DEUTSCHE
BANK AG, NEW YORK BRANCH
Title:
Authorized Signatory
