EXHIBIT 99.4
SWAP CONTRACT ADMINISTRATION AGREEMENT
This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of
December 8, 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 Bear Xxxxxxx Financial Products Inc. (the "Counterparty"), with
a Trade Date of November 22, 2006 and a reference number of FXCWL0623 (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 December 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"), the Trustee, and The
Bank of New York Trust Company, N.A., as co-trustee, with respect to the CWABS,
Inc. Asset-Backed Certificates, Series 2006-23;
WHEREAS, simultaneously with the execution and delivery of
this Agreement, CHL is assigning all of its rights (other than its right to
receive the Upfront Amount (as defined in the Swap Contract)) and delegating all
of its duties and obligations 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, the Swap Contract Administrator and the
Counterparty;
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 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 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 to the
Trustee and to CHL as provided in this Agreement, and, in the case of a NIM
Issuance, to distribute Excess Payments in accordance with the related Swap
Excess Assignment Agreement (each as defined below).
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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 Senior and Subordinate
Certificates (other than the Class A-R 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.
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 Adjustable Rate Overcollateralization Deficiency
Amount, in each case remaining unpaid (or in the case of Adjustable Rate
Overcollateralization Deficiency Amount, remaining) following the distribution
to the Benefited Certificates of Adjustable Rate Loan Group Excess Cashflow and
Adjustable Rate Credit Comeback Excess Cashflow pursuant to Section 4.04(c) 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 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.
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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., Bear Xxxxxxx Financial Products Inc. and certain registered Holders
of CWABS, Inc., Asset-Backed Certificates, Series 2006-23". 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 and acknowledges the transfer and assignment to it of CHL's rights
and obligations under the Swap Contract pursuant to the Assignment Agreement.
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 (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. 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
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.
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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 2006-23 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.
5. Control Rights; Delivery Amounts; 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 or Termination Event (each such term as defined in the Swap Contract)).
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If the obligations of the Counterparty are, or shall become, guaranteed
pursuant to the guarantee of any party (whether an affiliate of the Counterparty
or otherwise), then the Swap Contract Administrator shall promptly demand in
accordance with the terms of the guarantee from such guarantor all amounts
payable or deliverable by the Counterparty under the ISDA Master Agreement in
the event that the Counterparty fails to make timely payment or delivery of such
amounts.
Upon the Swap Contract Administrator or the Trustee obtaining actual
knowledge of a Xxxxx'x First Level Downgrade or a S&P First Level Downgrade
(each as defined in the Swap Contract) with respect to the Counterparty or upon
the Swap Contract Administrator or the Trustee obtaining actual knowledge of a
Xxxxx'x Second Level Downgrade or a S&P Second Level Downgrade (each as defined
in the Swap Contract) with respect to the Counterparty, the Swap Contract
Administrator, at the direction of the Trustee, shall (i) demand payment of the
Delivery Amount (as defined in the Swap Contract) from the Counterparty on each
Valuation Date (as defined in the Swap Contract) and perform its other
obligations in accordance with the Swap Contract and (ii) take such other action
required under the Swap Contract. If a Delivery Amount is demanded, the Swap
Contract Administrator shall establish an account to hold cash and other
eligible investments pledged under the Swap Contract. Any such account shall be
an "Eligible Account" as defined in the Pooling and Servicing Agreement. If
Eligible Collateral with a value equal to the Delivery Amount is not delivered
to the Swap Contract Administrator by the Counterparty, the Swap Contract
Administrator, at the direction of the Trustee, shall notify the Counterparty of
such failure.
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 or
the Counterparty 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 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
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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).
(d) The execution, delivery and performance of this Agreement by
BNY as Swap Contract Administrator will not result in a breach
of the organizational documents of BNY and will not violate
any applicable law, rule or regulation of the United States or
the State of New York.
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.
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(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 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 Trustee or CHL, 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;
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(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;
(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 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
and the Assignment
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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 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 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.
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(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.
(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/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Executive Vice President
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EXHIBIT A
SWAP CONTRACT
[Filed as Ex. 99.2 herein.]
A-1
