Assignment and Assumption Agreement among UBS AG, Corporate Asset Backed Corporation, and CABCO Series 2004-101 Trust

Summary

This agreement, dated May 20, 2004, is between UBS AG, Corporate Asset Backed Corporation, and CABCO Series 2004-101 Trust. It transfers all rights and obligations (except a one-time payment) under a swap confirmation from Corporate Asset Backed Corporation to CABCO Series 2004-101 Trust. The Trust assumes all future responsibilities related to the assigned rights and obligations. The agreement is governed by New York law and requires cooperation among the parties to finalize the transfer.

EX-10.3 6 y97644exv10w3.txt ASSIGNMENT AND ASSUMPTION AGREEMENT EX 10.3 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement, dated May 20, 2004 (this "Agreement"), is entered into by and among UBS AG, a Swiss banking corporation (the "Swap Counterparty"), Corporate Asset Backed Corporation, a Delaware corporation (the "Assignor"), and CABCO Series 2004-101 Trust (Goldman Sachs Capital I), a trust created under the laws of the State of New York (the "Assignee"). RECITALS WHEREAS, the Assignor entered into an ISDA Master Agreement (including the schedule thereto) and a confirmation (the "Confirmation") thereunder, with the Swap Counterparty, dated as of May 13, 2004, whereby the Confirmation provided for, among other things, the Assignor to exchange interest payments received by the Assignor in respect of the Underlying Securities for the Floating Amounts from the Swap Counterparty; WHEREAS, the Assignee entered into an ISDA Master Agreement (including the schedule thereto) with the Swap Counterparty, dated as of the date hereof; WHEREAS, the Assignor desires to assign, transfer, and convey its rights and obligations (excluding the one-time payment paid by the Assignor to the Swap Counterparty) under the Confirmation to the Assignee in accordance with the terms hereof; and WHEREAS, the Assignee desires to acquire such rights and obligations from the Assignor in accordance with the terms hereof. NOW, THEREFORE, the undersigned, in consideration of the premises, covenants, and agreements contained herein, do hereby agree as follows: 1. Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Confirmation. 2. Assignment. Upon the execution of this Agreement by the parties hereto, the Assignor hereby assigns, transfers, and conveys all of the Assignor's rights) and obligations (excluding the one-time payment paid by the Assignor to the Swap Counterparty) under the Confirmation to the Assignee. Such transfer, conveyance, and assignment shall be effective as of the date hereof. 3. Assumption. Upon the execution of this Agreement by the parties hereto, the Assignee hereby absolutely and irrevocably accepts the foregoing assignment and hereby assumes to be solely liable and responsible for, and covenants to be solely liable and responsible for any liability with respect to the rights and obligations assigned to the Assignee pursuant to Section 2 hereof, arising on or after the date hereof, all subject to the terms and conditions of the Confirmation. Such acceptance, assumption, and covenant shall be effective as of the date hereof. 4. Future Cooperation. Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, agreements, releases, assumptions, amendments, notifications, and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement. 5. Binding Effect. This Agreement shall be binding upon, and shall enure to the benefit of, the parties hereto and their respective successors. 6. Third Party Beneficiary. This Agreement is entered into only for the benefit of the parties and their respective successors, and nothing hereunder shall be deemed to constitute any person a third party beneficiary to this Agreement. 7. Further Assignment. No party may assign its interest in this Agreement without the prior written consent of the other party. 8. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 9. Severability. In case any provision in this Agreement shall be declared or held invalid, illegal, or unenforceable, in whole or in part, whether generally or in any particular jurisdiction, such provision shall be deemed amended to the extent, but only to the extent, necessary to cure such invalidity, illegality, or unenforceability, and the validity, legality, and enforceability of the remaining provisions, both generally and in every other jurisdiction, shall not in any way be affected or impaired thereby. 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY LEGAL SUIT, ACTION, OR PROCEEDING AGAINST ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK. EACH PARTY HEREBY (A) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND (B) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION, OR PROCEEDING. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. UBS AG By: /s/ James B. Fuqua --------------------------------- Name: James B. Fuqua Title: Director and Counsel Region Americas Legal Fixed Income Section By: /s/ Bryan Murtagh --------------------------------- Name: Bryan Murtagh Title: Executive Director & Managing Attorney Region Americas Legal Fixed Income Section CORPORATE ASSET BACKED CORPORATION By: /s/ James Hausmann --------------------------------- Name: James Hausmann Title: Vice President CABCO SERIES 2004-101 TRUST (GOLDMAN SACHS CAPITAL I) By: U.S. Bank Trust National Association, not in its individual capacity but solely as Trustee By: /s/ David J. Kolibachuk --------------------------------- Name: David J. Kolibachuk Title: Vice President