Exhibit 99.8
SWAP CONTRACT ADMINISTRATION AGREEMENT
This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of
September 25, 2006 (this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as
Swap Contract Administrator (in such capacity, the "Swap Contract
Administrator") and not in its individual or corporate capacity but solely as
Trustee under the Pooling and Servicing Agreement referred to below (in such
capacity, the "Trustee"), and COUNTRYWIDE HOME LOANS, INC. ("CHL").
WHEREAS, CHL is a party to an interest rate swap agreement
between CHL and Swiss Re Financial Products Corporation (the "Counterparty"),
with a Trade Date of September 8, 2006 and a reference number of 1073229 (the
"Swap Contract"), a copy of which is attached to this Agreement at Exhibit A;
WHEREAS, CHL is conveying certain mortgage loans and other
related assets to a trust fund (the "Trust Fund") created pursuant to a Pooling
and Servicing Agreement, dated as of September 1, 2006 (the "Pooling and
Servicing Agreement"), among CWABS Inc., as depositor, CHL, as a seller, Park
Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans
Servicing LP, as master servicer (the "Master Servicer"), and the Trustee, with
respect to the CWABS, Inc. Asset-Backed Certificates, Series 2006-17;
WHEREAS, simultaneously with the execution and delivery of
this Agreement, CHL is assigning all of its rights, and delegating all of its
duties and obligations (other than its obligation to pay the Upfront Amount (as
defined in the Swap Contract)), under the Swap Contract to the Swap Contract
Administrator, pursuant to the Assignment Agreement, dated as of the date hereof
(the "Assignment Agreement"), among CHL, as assignor, the Swap Contract
Administrator, as assignee, and the Counterparty;
WHEREAS, simultaneously with the execution and delivery of
this Agreement, Swiss Reinsurance Company (the "Guarantor") is issuing a
guaranty dated as of the date hereof (the "Swap Guarantee") in favor of the Swap
Contract Administrator, a copy of which is attached to this Agreement at Exhibit
B;
WHEREAS, the parties hereto desire that the Trustee make
remittances to the Swap Contract Administrator as contemplated by and to the
extent provided in the Pooling and Servicing Agreement to cover payments due to
the Counterparty under the Swap Contract;
WHEREAS, CHL desires that the Net Payments (as defined below)
payable by the Counterparty on the Swap Contract and by the Guarantor under the
Swap Guarantee be distributed to the Trustee under the Pooling and Servicing
Agreement to be applied for the purposes specified in the Pooling and Servicing
Agreement and that the Excess Payments (as defined below) on the Swap Contract
and the Swap Guarantee be distributed to CHL;
WHEREAS, CHL and the Trustee desire to appoint the Swap
Contract Administrator, and the Swap Contract Administrator desires to accept
such appointment, to distribute funds received under the Swap Contract and the
Swap Guarantee to the Trustee and to CHL as provided in this Agreement, and, in
the case of a NIM Issuance, to distribute Excess
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Payments in accordance with the related Swap Excess Assignment Agreement (each
as defined below).
NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Definitions. Capitalized terms used but not otherwise defined in this
Agreement shall have the respective meanings assigned thereto in the Pooling and
Servicing Agreement.
Benefited Certificates: The Class A Certificates and the
Subordinate Certificates.
Excess Payment: For any Distribution Date on or prior to the
Swap Contract Termination Date and as to which the Swap Contract or a
replacement swap contract is in effect, an amount equal to the excess, if any,
of (i) the Net Swap Payment (as defined in the Pooling and Servicing Agreement)
received by the Swap Contract Administrator from the Counterparty or from the
Guarantor with respect to such Distribution Date over (ii) the Net Payment for
such Distribution Date. For any Distribution Date on or prior to the Swap
Contract Termination Date but only if neither the Swap Contract nor a
replacement swap contract is in effect, zero. For any Distribution Date after
the Swap Contract Termination Date, an amount equal to all remaining funds on
deposit in the Swap Administration Account.
Indenture Trustee: With respect to a NIM Issuance (if any),
the indenture trustee under the indenture pursuant to which the notes related to
such NIM Issuance are issued.
ISDA Credit Support Annex: An ISDA Credit Support Annex
negotiated and established as provided in Section 5.
Net Payment: With respect to any Distribution Date on or prior
to the Swap Contract Termination Date, an amount equal to the sum of (i) any
Current Interest and Interest Carry Forward Amounts in respect of the Benefited
Certificates, (ii) any Net Rate Carryover in respect of the Benefited
Certificates, (iii) any Unpaid Realized Loss Amounts in respect of the Benefited
Certificates and (iv) any Overcollateralization Deficiency Amount, in each case
remaining unpaid (or in the case of Overcollateralization Deficiency Amount,
remaining) following the distribution to the Benefited Certificates of Excess
Cashflow and Credit Comeback Excess Cashflow pursuant to Section 4.04(c)(1)
through (4) of the Pooling and Servicing Agreement. With respect to any
Distribution Date after the Swap Contract Termination Date, zero.
NIM Issuance: An issuance by a NIM Trust, on or after the date
hereof, of asset-backed notes secured by the Class C Certificates and/or Class P
Certificates.
NIM Trust: A Delaware statutory trust or other special-purpose
entity that is the issuer of the securities issued in connection with a NIM
Issuance (if any).
Responsible Officer: When used with respect to the Swap
Contract Administrator, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Swap Contract Administrator customarily
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performing functions similar to those performed by any of the above designated
officers and also to whom, with respect to a particular matter, such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.
Swap Administration Account: The separate account created and
maintained by the Swap Contract Administrator pursuant to Section 3 with a
depository institution in the name of the Swap Contract Administrator for the
benefit of the Counterparty, CHL and the Trustee on behalf of the Holders of the
Benefited Certificates and designated "The Bank of New York for Countrywide Home
Loans, Inc., Swiss Re Financial Products Corporation and certain registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-17". Funds in the
Swap Administration Account shall be held for the Counterparty, CHL and the
Trustee on behalf of the Holders of the Benefited Certificates as set forth in
this Agreement.
Swap Excess Assignment Agreement: With respect to a NIM
Issuance (if any), an agreement executed on or after the date hereof by CHL, the
related NIM Trust and the Swap Contract Administrator (in form and substance
reasonably satisfactory to the Swap Contract Administrator), pursuant to which
rights to receive certain portions of Excess Payments shall be assigned to such
NIM Trust and pursuant to which the Swap Contract Administrator shall agree to
distribute Excess Payments to the related Indenture Trustee and CHL (in
accordance with the terms of such agreement).
2. Appointment of Swap Contract Administrator.
CHL and the Trustee hereby appoint BNY to serve as Swap Contract
Administrator pursuant to this Agreement and pursuant to the related Swap Excess
Assignment Agreement (if any). The Swap Contract Administrator accepts such
appointment, acknowledges the transfer and assignment to it of CHL's rights and
obligations under the Swap Contract pursuant to the Assignment Agreement and
acknowledges receipt of the Swap Guarantee. The Swap Contract Administrator
agrees to exercise the rights referred to above for the benefit of CHL, the
Trustee and the Counterparty and to perform the duties set forth in this
Agreement. In the event of a NIM Issuance, the Swap Contract Administrator
further agrees to perform the duties set forth in the related Swap Excess
Assignment Agreement for the benefit of CHL, the related NIM Trust and the
related Indenture Trustee.
3. Receipt of Funds; Swap Administration Account.
The Swap Contract Administrator hereby agrees to receive (i) on behalf
of CHL and the Trustee, all amounts paid by the Counterparty under the Swap
Contract and by the Guarantor under the Swap Guarantee and (ii) on behalf of the
Counterparty, all amounts remitted by the Trustee pursuant to the Pooling and
Servicing Agreement for payment to the Counterparty. The Swap Contract
Administrator shall establish and maintain a Swap Administration Account into
which the Swap Contract Administrator shall deposit or cause to be deposited on
the Business Day of receipt, (x) all amounts remitted by the Trustee for payment
to the Counterparty pursuant to the Swap Contract and (y) all amounts payable by
the Counterparty under the Swap Contract and by the Guarantor under the Swap
Guarantee. All funds deposited in the Swap Administration Account shall be held
for the benefit of the Counterparty, CHL and the Trustee on behalf of the
Holders of the Benefited Certificates until withdrawn in accordance with this
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Section 3. The Swap Administration Account shall be an "Eligible Account" as
defined in the Pooling and Servicing Agreement.
Funds in the Swap Administration Account shall remain uninvested.
The Swap Contract Administrator shall give at least 30 days' advance
notice to the Counterparty, CHL and the Trustee of any proposed change of
location of the Swap Administration Account prior to any change thereof.
4. Calculations; Distribution of Payments; Delivery of Notices.
The Swap Contract Administrator hereby agrees to make payments based on
the information provided by the Trustee and the Counterparty, and the Swap
Contract Administrator shall, absent manifest error, be entitled to rely on
information provided by the Trustee and the Counterparty.
On the Business Day of receipt of any payment from the Counterparty or
the Guarantor, the Swap Contract Administrator shall withdraw the amount of such
payment from the Swap Administration Account and distribute such amounts
sequentially, as follows:
(a) first, to the Trustee for deposit into the Swap Account,
the applicable Net Payment; and
(b) second, to CHL, the applicable Excess Payment, in
accordance with the following wiring instructions:
Bank: Bank of New York
Account Name: Countrywide Home Loans
Account No: 8900038632
ABA No: 000000000
REF: CWABS 2006-17 X'S SwapPyt
On the Business Day of receipt of any payment from the Trustee for
payment to the Counterparty, the Swap Contract Administrator shall withdraw the
amount of such payment from the Swap Administration Account and distribute such
amounts to the Counterparty in accordance with the wiring instructions specified
in the Swap Contract.
The Swap Contract Administrator shall prepare and deliver any notices
required to be delivered under the Swap Contract.
On the Business Day of receipt of any notices, information or reports
received by the Swap Contract Administrator from the Counterparty, the Swap
Contract Administrator shall provide the same to the Trustee, including without
limitation information regarding any Net Swap Payment or Swap Termination
Payment that will be payable by the Swap Contract Administrator to the
Counterparty with respect to the next Distribution Date.
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5. Control Rights; Credit Support Annex; Replacement Swap Contract.
The Trustee shall have the right to direct the Swap Contract
Administrator with respect to the exercise of any right under the Swap Contract
(such as the right to designate an Early Termination Date following an Event of
Default (each such term as defined in the Swap Contract)) or under the Swap
Guarantee.
Upon the Swap Contract Administrator obtaining actual knowledge of the
rating of the Counterparty falling below the Approved Rating Thresholds (as
defined in the Swap Contract), the Swap Contract Administrator, at the direction
of the Trustee, shall negotiate an ISDA Credit Support Annex with the
Counterparty that meets the terms of the Swap Contract. If an ISDA Credit
Support Annex is negotiated, the Swap Contract Administrator, at the direction
of the Trustee, shall demand payment of the Delivery Amount (as defined in the
ISDA Credit Support Annex). In addition, if an ISDA Credit Support Annex is
negotiated, the Swap Contract Administrator shall establish an account to hold
cash or other eligible investments pledged under such ISDA Credit Support Annex.
Any such account shall be an "Eligible Account" as defined in the Pooling and
Servicing Agreement. Any cash or other eligible investments pledged under an
ISDA Credit Support Annex shall not be part of the Swap Administration Account
unless they are applied in accordance with such ISDA Credit Support Annex to
make a payment due to the Swap Contract Administrator pursuant to the Swap
Contract.
Upon the Trustee obtaining actual knowledge of a Failure to Pay or
Deliver (as defined in the Swap Contract), the Swap Contract Administrator, at
the direction of the Trustee, shall demand payment under the Swap Guarantee.
In the event that the Swap Contract is terminated, CHL shall assist the
Swap Contract Administrator in procuring a replacement swap contract with terms
approximating those of the original Swap Contract, and the Swap Contract
Administrator shall enter into a replacement swap contract procured by CHL and
continue to serve as Swap Contract Administrator pursuant to the terms hereof.
Any Swap Termination Payment received from the Counterparty shall be used to pay
any upfront amount required under any replacement swap contract, and any excess
shall be distributed to CHL. In the event that a replacement swap contract
cannot be procured, any Swap Termination Payment received from the Counterparty
in respect of the termination of the original Swap Contract shall be held in the
Swap Administration Account and distributed as provided in Section 4.
In the event that a replacement swap is procured and the replacement
counterparty pays an upfront amount to the Swap Contract Administrator in
connection with the execution of the replacement swap contract, then (i) if that
upfront amount is not received prior to the Distribution Date on which any Swap
Termination Payment was due to the Counterparty under the original Swap
Contract, that upfront amount shall be held in the Swap Administration Account
and distributed as provided in Section 4, and (ii) if that upfront amount is
received prior to the Distribution Date on which any Swap Termination Payment is
due to the Counterparty under the original Swap Contract, the Swap Contract
Administrator shall remit to the Trustee, to be included in Interest Funds for
Loan Group 1 and Loan Group 2, the portion of such upfront amount equal to the
lesser of (x) such upfront amount and (y) the amount of the Swap Termination
Payment due to the Counterparty under the Original Swap Contract, to be
allocated
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between Loan Group 1 and Loan Group 2 pro rata based on their respective
Interest Funds for that Distribution Date. Any upfront amount paid by a
replacement counterparty that is not remitted by the Swap Contract Administrator
to the Trustee pursuant to clause (ii) of the preceding sentence shall be
distributed to CHL.
6. Monitoring of Significance Percentage. With respect to each
Distribution Date, the Swap Contract Administrator shall calculate the
"significance percentage" (as defined in Item 1115 of Subpart 229.1100 - Asset
Backed Securities (Regulation AB), 17 C.F.R. xx.xx. 229.1100-229.1123) of the
Swap Contract based on the aggregate Certificate Principal Balance of the
Benefited Certificates for such Distribution Date (after all distributions to be
made thereon on such Distribution Date) and based on the methodology provided in
writing by or on behalf of CHL no later than the fifth Business Day preceding
such Distribution Date. On each Distribution Date, the Swap Contract
Administrator shall provide to CHL a written report (which written report may
include similar information with respect to other derivative instruments
relating to securitization transactions sponsored by CHL) specifying the
"significance percentage" of the Swap Contract for that Distribution Date. If
the "significance percentage" of the Swap Contract exceeds 7.0% with respect to
any Distribution Date, the Swap Contract Administrator shall make a separate
notation thereof in the written report described in the preceding sentence. Such
written report may contain such assumptions and disclaimers as are deemed
necessary and appropriate by the Swap Contract Administrator.
7. Representations and Warranties of the Swap Contract Administrator.
The Swap Contract Administrator represents and warrants as follows:
(a) BNY is duly organized and validly existing as a banking
corporation under the laws of the State of New York and
has all requisite power and authority to execute and
deliver this Agreement and to perform its obligations as
Swap Contract Administrator under this Agreement.
(b) The execution, delivery and performance of this
Agreement by BNY as Swap Contract Administrator has been
duly authorized by BNY.
(c) This Agreement has been duly executed and delivered by
BNY as Swap Contract Administrator and is enforceable
against BNY in accordance with its terms, except as
enforceability may be affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity
or at law).
8. Certain Matters Concerning the Swap Contract Administrator.
(a) The Swap Contract Administrator shall undertake to
perform such duties and only such duties as are
specifically set forth in this Agreement.
(b) No provision of this Agreement shall be construed to
relieve the Swap Contract Administrator from liability
for its own grossly negligent action, its own grossly
negligent failure
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to act or its own willful misconduct, its grossly
negligent failure to perform its obligations in
compliance with this Agreement, or any liability that
would be imposed by reason of its willful misfeasance or
bad faith; provided that:
(i) the duties and obligations of the Swap Contract
Administrator shall be determined solely by the express
provisions of this Agreement, the Swap Contract
Administrator shall not be liable, individually or as
Swap Contract Administrator, except for the performance
of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against
the Swap Contract Administrator and the Swap Contract
Administrator may conclusively rely, as to the truth of
the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions
furnished to the Swap Contract Administrator and
conforming to the requirements of this Agreement that it
reasonably believed in good faith to be genuine and to
have been duly executed by the proper authorities
respecting any matters arising hereunder;
(ii) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, for an
error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Swap Contract
Administrator, unless the Swap Contract Administrator
was grossly negligent or acted in bad faith or with
willful misfeasance; and
(iii) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, with
respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the
direction of the Controlling Party, or exercising any
power conferred upon the Swap Contract Administrator
under this Agreement.
(c) Except as otherwise provided in Sections 8(a) and 8(b):
(i) the Swap Contract Administrator may request and rely
upon and shall be protected in acting or refraining from
acting upon any resolution, officer's certificate,
certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) the Swap Contract Administrator may consult with counsel
and any opinion of counsel shall be full and complete
authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good
faith and in accordance with such opinion of counsel;
(iii) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, for any
action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this
Agreement;
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(iv) the Swap Contract Administrator shall not be bound to
make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless
requested in writing so to do by the Counterparty, CHL
or the Trustee; provided, however, that if the payment
within a reasonable time to the Swap Contract
Administrator of the costs, expenses or liabilities
likely to be incurred by it in the making of such
investigation is, in the opinion of the Swap Contract
Administrator not reasonably assured to the Swap
Contract Administrator by the Counterparty, CHL and/or
the Trustee, the Swap Contract Administrator may require
reasonable indemnity against such expense, or liability
from the Counterparty, CHL and/or the Trustee, as the
case may be, as a condition to taking any such action;
(v) the Swap Contract Administrator shall not be required to
expend its own funds or otherwise incur any financial
liability in the performance of any of its duties
hereunder if it shall have reasonable grounds for
believing that repayment of such funds or adequate
indemnity against such liability is not assured to it;
and
(vi) the Swap Contract Administrator shall not be liable,
individually or as Swap Contract Administrator, with
respect to or in connection with errors or omissions
contained in the report to be provided pursuant to
Section 6 hereof, to the extent such errors or omissions
are the result of inaccuracies in the methodology or
other information provided to the Swap Contract
Administrator by CHL.
(d) CHL covenants and agrees to pay or reimburse the Swap
Contract Administrator, upon its request, for all
reasonable expenses and disbursements incurred or made
by the Swap Contract Administrator in accordance with
any of the provisions of this Agreement except any such
expense or disbursement as may arise from its
negligence, bad faith or willful misconduct. The Swap
Contract Administrator and any director, officer,
employee or agent of the Swap Contract Administrator
shall be indemnified by CHL and held harmless against
any loss, liability or expense incurred in connection
with any legal action relating to this Agreement, the
Swap Contract, the Swap Guarantee or the Assignment
Agreement, or in connection with the performance of any
of the Swap Contract Administrator's duties hereunder or
thereunder, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or
negligence in the performance of any of the Swap
Contract Administrator's duties hereunder or thereunder.
Such indemnity shall survive the termination of this
Agreement or the resignation of the Swap Contract
Administrator hereunder and under the Swap Contract, the
Swap Guarantee and the Assignment Agreement.
Notwithstanding anything to the contrary in this Section
8(d), any expenses, disbursements, losses or liabilities
of the Swap Contract Administrator or any director,
officer, employee or agent thereof that are made or
incurred as a result of any request, order or direction
of any NIM Insurer or any of the Certificateholders made
to the Trustee as
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contemplated by Section 8.02(a)(9) of the Pooling and
Servicing Agreement and consequently made to the Swap
Contract Administrator by the Trustee shall be payable
by the Trustee out of the security or indemnity provided
by any NIM Insurer or such Certificateholders pursuant
to Section 8.02(a)(9) of the Pooling and Servicing
Agreement.
(e) Upon the resignation of BNY as Trustee in accordance
with the Pooling and Servicing Agreement, (i) BNY shall
resign and be discharged from its duties as Swap
Contract Administrator hereunder and (ii) the Person
that succeeds BNY as Trustee shall be appointed as
successor Swap Contract Administrator hereunder upon its
execution, acknowledgement and delivery of the
instrument accepting such appointment in accordance with
Section 8.08 of the Pooling and Servicing Agreement,
whereupon the duties of the Swap Contract Administrator
hereunder shall pass to such Person. In addition, upon
the appointment of a successor Trustee under the Pooling
and Servicing Agreement, such successor Trustee shall
succeed to the rights of the Trustee hereunder.
(f) In the event of a NIM Issuance, nothing in this Section 8
shall limit or otherwise modify or affect the rights, duties
or obligations of the Swap Contract Administrator under the
related Swap Excess Assignment Agreement.
9. Miscellaneous.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(b) Each of BNY and CHL hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial
by jury in any legal proceedings arising out of or relating to
this Agreement.
(c) The Counterparty shall be an express third party beneficiary
of this Agreement for the purpose of enforcing the provisions
hereof to the extent of the Counterparty's rights explicitly
specified herein as if a party hereto.
(d) This Agreement shall terminate upon the termination of the
Swap Contract and the disbursement by the Swap Contract
Administrator of all funds received under the Swap Contract
and the Swap Guarantee to CHL and the Trustee on behalf of the
Holders of the Benefited Certificates.
(e) This Agreement may be amended, supplemented or modified in
writing by the parties hereto, provided that no amendment
shall adversely affect in any material respect the
Counterparty without the prior written consent of the
Counterparty, which consent shall not be unreasonably
withheld.
(f) This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all such
counterparts taken together shall be deemed to constitute one
and the same instrument.
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(g) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
(h) The representations and warranties made by the parties to this
Agreement shall survive the execution and delivery of this
Agreement. No act or omission on the part of any party hereto
shall constitute a waiver of any such representation or
warranty.
(i) The article and section headings in this Agreement are for
convenience of reference only, and shall not limit or
otherwise affect the meaning of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
THE BANK OF NEW YORK,
as Swap Contract Administrator
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK,
not in its individual or corporate capacity
but solely as Trustee
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Managing Director
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EXHIBIT A
SWAP CONTRACT
[Filed as Ex. 99.3 herein.]
A-1
EXHIBIT B
SWAP GUARANTEE
[Filed as Ex. 99.6 herein.]
B-1
