Exhibit 99.4
(Multicurrency-Cross Border)
SCHEDULE
to the
Master Agreement
dated as of June 30, 2006
between
SWISS RE FINANCIAL PRODUCTS CORPORATION ("Party A"),
a corporation organized under the laws of
the State of Delaware
and
THE BANK OF NEW YORK, not in its individual or corporate capacity but
solely as Swap Contract Administrator for CWABS, Inc. Asset-Backed
Certificates Series 2006-12, pursuant to a Swap Contract Administration
Agreement (`Party B")
All terms used herein and not otherwise defined are given their meaning in the
Pooling and Servicing Agreement for CWABS, Inc. Asset-Backed Certificates
Series 2006-12 dated as of June 1, 2006 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 (the "Pooling and Servicing
Agreement") and in the Swap Contract Administration Agreement dated as of June
30, 2006, among the Bank of New York, as Swap Contract Administrator (in such
capacity, the "Swap Contract Administrator") and as Trustee under the Pooling
and Servicing Agreement referred to below (in such capacity, the "Trustee"),
and Countrywide Home Loans, Inc. (the "Swap Contract Administration
Agreement").
Part 1: Termination Provisions
In this Agreement:-
(a) "Specified Entity" means in relation to Party A for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
and in relation to Party B for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
(b) "Specified Transaction" will have the meaning specified in Section 14 of
this Agreement.
(c) Events of Default.
(i) The "Breach of Agreement" provisions of Section 5(a)(ii) will not
apply to Party A and will not apply to Party B.
(ii) The "Credit Support Default" provisions of Section 5(a)(iii) will
apply to Party A and will not apply to Party B.
(iii) The "Misrepresentation" provisions of Section 5(a)(iv) will not
apply to Party A and will not apply to Party B.
(iv) The "Default under Specified Transaction" provisions of Section
5(a)(v) will not apply to Party A and will not apply to Party B.
(v) "Cross Default" provisions of Section 5(a)(vi) will not apply to
Party A and will not apply to Party B.
(vi) Clause (2) of the "Bankruptcy" provisions of Section 5(a)(vii) will
not apply to Party B with respect to either party's inability to pay its
subordinated debt.
(d) Termination Events.
(i) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) will not
apply to Party A and will not apply to Party B.
(ii) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will
not apply to Party A and will not apply to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) will not apply
to Party A and will not apply to Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement, Market Quotation and the Second Method will apply.
(g) "Termination Currency" means USD.
(h) Additional Termination Events will apply. Each of the following shall
constitute an Additional Termination Event:
(A) Approved Ratings Threshold. Upon the occurrence of a Collateralization
Event (as defined below) Party A has not, within 30 days after such
ratings downgrade (unless, within 30 days after such downgrade, each such
Swap Rating Agency has reconfirmed the rating of the Swap Certificates
which was in effect immediately prior to such downgrade (determined
without regard to any financial guaranty insurance policy, if applicable),
unless the rating of the Swap Certificates were changed due to a
circumstance other than the downgrading of Party A's (or its Credit
Support Provider's) rating), complied with one of the four solutions
listed below, then an Additional Termination Event shall have occurred
with respect to Party A and Party A shall be the sole Affected Party with
respect to such Additional Termination Event.
In the event that (A) either (i) the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated below
"A1" by ▇▇▇▇▇'▇ or are rated "A1" by ▇▇▇▇▇'▇ and such rating is on watch
for possible downgrade (but only for so long as it is on watch for
possible downgrade) or (ii) the unsecured, short-term debt obligations of
Party A (or its Credit Support Provider) are rated below "P-1" by ▇▇▇▇▇'▇
or are rated "P-1" by ▇▇▇▇▇'▇ and such rating is on watch for possible
downgrade (but only for so long as it is on watch for possible downgrade),
(B) no short-term rating is available from ▇▇▇▇▇'▇ and the unsecured,
long-term senior debt obligations of Party A (or its Credit Support
Provider) are rated below "Aa3" by ▇▇▇▇▇'▇ or are rated "Aa3" by ▇▇▇▇▇'▇
and such rating is on watch for possible downgrade (but only for so long
as it is on watch for possible downgrade), or (C) or either (i) the
unsecured, short-term debt obligations of Party A (or its Credit Support
Provider) are rated below "A-1" by S&P or (ii) if Party A (or its Credit
Support Provider) does not have a short-term rating from S&P, the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated below "A+" by S&P (such event, a
"Collateralization Event"), then, Party A, at its own cost and subject to
the Rating Agency Condition, shall within 30 days either (i) cause another
entity to replace Party A as party to this Agreement that satisfies the
Swap Counterparty Ratings Requirement and that is approved by the Trustee
(which approval shall not be unreasonably withheld) on terms substantially
similar to this Agreement; (ii) obtain a guaranty of, or a contingent
agreement of another person that satisfies the Swap Counterparty Ratings
Requirement, to honor Party A's obligations under this Agreement, provided
that such other person is approved by the Trustee such approval not to be
unreasonably withheld; (iii) post collateral in accordance with a Credit
Support Annex which satisfies the Rating Agency Condition; or (iv)
establish any other arrangement satisfactory to the applicable Swap Rating
Agency which will be sufficient to restore the immediately prior ratings
of the Swap Certificates (determined without regard to any financial
guaranty
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insurance policy, if applicable). All collateral posted by Party A shall
be returned to Party A immediately upon Party A securing a substitute
counterparty that satisfies the Swap Counterparty Ratings Requirement.
"Swap Counterparty Ratings Requirement" shall mean (a) either (i) the
unsecured, short-term debt obligations of the substitute counterparty (or
its Credit Support Provider) are rated at least "A-1" by S&P or (ii) if
the substitute counterparty does not have a short-term rating from S&P,
the unsecured, long-term senior debt obligations of the substitute
counterparty (or its Credit Support Provider) are rated at least "A+" by
S&P, and (b) either (i) the unsecured, long-term senior debt obligations
of such substitute counterparty (or its Credit Support Provider) are rated
at least "A1" by ▇▇▇▇▇'▇ (and if rated "A1" by ▇▇▇▇▇'▇, such rating is not
on watch for possible downgrade) and the unsecured, short-term debt
obligations of such substitute counterparty (or its Credit Support
Provider) are rated at least "P-1" by ▇▇▇▇▇'▇ (and if rated "P-1" by
▇▇▇▇▇'▇, such rating is not on watch for possible downgrade and remaining
on watch for possible downgrade), or (ii) if such substitute counterparty
(or its Credit Support Provider) does not have a short-term debt rating
from ▇▇▇▇▇'▇, the unsecured, long-term senior debt obligations of such
substitute counterparty (or its Credit Support Provider) are rated at
least "Aa3" by ▇▇▇▇▇'▇ (and if rated "Aa3" by ▇▇▇▇▇'▇, such rating is not
on watch for possible downgrade).
(B) Ratings Event. Upon the occurrence of a Ratings Event (as defined
below) Party A has not, within 10 days after such rating withdrawal or
downgrade (unless, within 10 days after such withdrawal or downgrade, each
such Swap Rating Agency has reconfirmed the rating of the Swap
Certificates which was in effect immediately prior to such withdrawal or
downgrade (determined without regard to any financial guaranty insurance
policy, if applicable), unless the rating of the Swap Certificates were
changed due to a circumstance other than the withdrawal or downgrading of
Party A's (or its Credit Support Provider's) rating), complied with one of
the solutions listed below, then an Additional Termination Event shall
have occurred with respect to Party A and Party A shall be the sole
Affected Party with respect to such Additional Termination Event.
It shall be a ratings event ("Ratings Event") if at any time after the
date hereof Party A shall fail to satisfy the Swap Counterparty Ratings
Threshold. Swap Counterparty Ratings Threshold shall mean (A) the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated at least "A2" by ▇▇▇▇▇'▇ (including if such
rating is on watch for possible downgrade) and the unsecured, short-term
debt obligations of Party A (or its Credit Support Provider) are rated at
least "P-1" by ▇▇▇▇▇'▇ (including if such rating is on watch for possible
downgrade) or (ii) if Party A (or its Credit Support Provider) does not
have a short-term rating from ▇▇▇▇▇'▇, the unsecured, long-term senior
debt obligations of Party A (or its Credit Support Provider) are rated at
least "A1" by ▇▇▇▇▇'▇ (including if such rating is on watch for possible
downgrade).
Following a Ratings Event, Party A shall take the following actions at its
own expense and subject to the Rating Agency Condition, (A) immediately
post collateral in accordance with a Credit Support Annex (until such time
as it has secured a substitute counterparty or a guarantor that satisfies
the Swap Counterparty Ratings Requirement), and (B) not later than 10 days
after the occurrence of such a downgrade or withdrawal by S&P or ▇▇▇▇▇'▇,
either (I) assign all of its rights and obligations under the Transactions
to a counterparty that satisfies the Swap Counterparty Ratings Requirement
or whose guarantor satisfies the Swap Counterparty Ratings Requirement
pursuant to documentation substantially similar to the documentation then
in place and subject to prior notification to the Rating Agencies, or (II)
provide a guaranty from a guarantor that satisfies the Swap Counterparty
Ratings Requirement pursuant to documentation substantially similar to the
documentation then in place and subject to prior notification to the
Rating Agencies.
The occurrence of the Additional Termination Event described in Part
1(h)(A) and (B) shall have no effect on Party A's obligation to undertake
the steps set forth hereunder in the event Party B does not exercise its
right to terminate hereunder. Notwithstanding the foregoing, in the event
that S&P has other published criteria with respect to the downgrade of a
counterparty in effect at the time of such a downgrade of Party A, Party A
shall be entitled to elect to take such other measures specified in such
published criteria subject to the satisfaction of the Rating Agency
Condition.
(C) Supplemental Pooling and Servicing Agreement without Party A's Prior
Written Consent. Party B enters into an amendment and or supplement to the
Pooling and Servicing Agreement or other modification to
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the Pooling and Servicing Agreement that could reasonably be expected to
have a material adverse effect on Party A without the prior written
consent of Party A. For the purpose of the foregoing Termination Event,
Party B shall be the sole Affected Party.
Part 2: Tax Representations
(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A and Party B will each make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Sections 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction(s) of the agreement of the other party
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the
satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party
does not deliver a form or document under Section 4(a)(iii) of this
Agreement by reason of material prejudice to its legal or commercial
position.
(b) Payee Tax Representations.
For the purpose of Section 3(f) of this Agreement, Party A represents that
it is a corporation duly organized and validly existing under the laws of
the State of Delaware and Party B represents that it is a "United States
person" as such term is defined in Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended.
Part 3: Agreement to Deliver Documents
(a) Tax forms, documents or certificates to be delivered are:
------------------------------------- ----------------------------------- -----------------------------------
Party required to deliver document Form/Document/Certificate Date by which to be delivered
------------------------------------- ----------------------------------- -----------------------------------
Party A and Party B Any document required or Promptly after the earlier of
reasonably requested to allow (i) reasonable demand by
the other party to make either party or (ii) within 30
payments under this Agreement days of the execution.
without any deduction or
withholding for or on the
account of any Tax or with
such deduction or withholding
at a reduced rate.
------------------------------------- ----------------------------------- -----------------------------------
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(b) Other Documents to be delivered are:
------------------------- ------------------------------------ --------------------- ------------------------
Party required to Form/Document/Certificate Date by which to be Covered by Section
deliver document delivered 3(d) representation
------------------------- ------------------------------------ --------------------- ------------------------
Party A and Party B Any documents required or Upon execution. Yes
reasonably requested by the
receiving party to evidence
authority of the delivering
party or its Credit Support
Provider, if any, 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 to its Credit Support
Provider to perform its
obligations under this
Agreement, such Confirmation
and/or Credit Support Document,
as the case may be.
------------------------- ------------------------------------ --------------------- ------------------------
Party A and Party B A certificate of an authorized Upon execution Yes
officer of the party, as to the
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.
------------------------- ------------------------------------ --------------------- ------------------------
Party A The Guaranty of Swiss Reinsurance Upon execution No
Company, dated on or about the
date of this Agreement in the form
annexed hereto as Exhibit A.
------------------------- ------------------------------------ --------------------- ------------------------
Party A and Party B An opinion of counsel to such Upon execution No
party reasonably satisfactory in
form and substance to the other
party.
------------------------- ------------------------------------ --------------------- ------------------------
Party B Executed copy of the Swap Upon execution Yes
Contract Administration
Agreement
------------------------- ------------------------------------ --------------------- ------------------------
Party B Executed copy of the Pooling and Upon execution Yes
Servicing Agreement
------------------------- ------------------------------------ --------------------- ------------------------
Part 4: Miscellaneous
(a) Addresses for Notices. For the purposes of Section 12(a) of this
Agreement:
Party A:
(1) Address for notices or communications to Party A (other than by
facsimile):-
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (1)Head of Operations;
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (2) Legal Department
5
(2) For the purpose of facsimile notices or communications under this
Agreement (other than a notice or communication under Section 5 or 6):-
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Operations
with a copy to:
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Legal Department
Telephone number for oral confirmation of receipt of facsimile in
legible form: (▇▇▇) ▇▇▇-▇▇▇▇
Party B:
Address for notices or communications to Party B:-
Address: The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration MBS Administration, CWABS,
Series 2006-12
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Process Agent. For the purposes of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Not Applicable.
Party B appoints as its Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a) will not apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party. Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A; provided however, if
an Event of Default occurs with respect to Party A, then the Calculation
Agent shall be Party B or Party B 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. Credit Support Document means
With respect to Party A: The Guaranty of Swiss Reinsurance Company, dated
on or about the date of this Agreement in the form annexed hereto as
Exhibit A.
With respect to Party B: The Pooling and Servicing Agreement.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A: Swiss Reinsurance
Company.
Credit Support Provider means in relation to Party B: Not Applicable.
6
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
choice of law doctrine other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to all Transactions (in each case starting from the date of
this Agreement).
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, provided that Party B shall be deemed to have no Affiliates.
(k) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the
second line of subparagraph (i) thereof the word "non-": and (ii)
deleting the final paragraph thereof.
(l) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of
any suit, action or proceeding relating to this Agreement or any Credit
Support Document. Each party certifies (i) that no representative, agent
or attorney of the other party or any Credit Support Provider has
represented, expressly or otherwise, that such other party would not, in
the event of such a suit, action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party have
been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual
waivers and certifications in this Section.
(m) 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 illegal, 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 illegal, 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 to this Agreement.
Part 5: Other Provisions
(a) Section 3(a) of this Agreement is hereby amended to include the following
additional representations after paragraph 3(a)(v):
(vi) Eligible Contract Participant. It is an "eligible contract
participant" as defined in the U.S. Commodity Exchange Act.
(vii) Individual Negotiation. This Agreement and each Transaction
hereunder is subject to individual negotiation by the parties.
(viii) Relationship between Party A and Party B. Each of Party A and
Party B will be deemed to represent to the other on the date on which it
enters into a Transaction or an amendment thereof that (absent a written
agreement between Party A and Party B that expressly imposes affirmative
obligations to the contrary for that Transaction):
(1) Principal. It is acting as principal and not as agent when
entering into this Agreement and each Transaction.
(2) Non-Reliance. It is acting for its own account and it has made
its own independent decisions to enter into that Transaction and as
to whether that Transaction is appropriate or proper for it based
upon its own judgment and upon advice from such advisors as it has
deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation
to enter into that Transaction; it being understood that information
and explanations related to the terms and conditions of a Transaction
shall not be considered investment advice or a recommendation to
enter into
7
that Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as
to the expected results of that Transaction.
(3) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks
of this Agreement and each Transaction hereunder. It is also capable
of assuming, and assumes, all financial and other risks of this
Agreement and each Transaction hereunder.
(4) Status of Parties. The other party is not acting as a fiduciary
or an advisor for it in respect of that Transaction.
(b) Additional Representations and Warranties of Party B. Party B represents
to Party A in accordance with Section 3 of the Agreement (which
representations will be deemed to be repeated by Party B at all times until
the termination of this Agreement) that all representations and warranties in
the Swap Contract Administration Agreement are incorporated hereby as if made
under this Agreement and all references to the Swap Contract Administration
Agreement are references to this Agreement.
(c) Third-Party Beneficiary. Party B agrees with Party A that Party A shall be
an express third-party beneficiary of the Pooling and Servicing Agreement and
the Swap Contract Administration Agreement.
(d) No Set-off. Notwithstanding any provision of this Agreement or any other
existing or future agreements, each of Party A and Party B irrevocably waives
as to itself any and all contractual rights it may have to set off, net,
recoup or otherwise withhold or suspend or condition its payment or
performance of any obligation to the other party under this Agreement against
any obligation of one party hereto to the other party hereto arising outside
of this Agreement (which Agreement includes without limitation, the Master
Agreement to which this Schedule is attached, this Schedule and the
Confirmation). Accordingly, the provisions for set-off in Section 6(e) of this
Agreement shall not apply for purposes of this Transaction.
(e) Transfer. Section 7 is hereby amended to read in its entirety as follows:
Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e)
of the Schedule, neither Party A nor Party B is permitted to assign,
novate or transfer (whether by way of security or otherwise) as a whole or
in part any of its rights, obligations or interests under this Agreement
or any Transaction without the prior written consent of the other party;
provided, however, that (i) Party A may make such a transfer of this
Agreement pursuant to a consolidation or amalgamation with, or merger with
or into, or transfer of substantially all of its assets to, another
entity, or an incorporation, reincorporation or reconstitution, and (ii)
Party A may transfer this Agreement to any Person, including, without
limitation, another of Party A's offices, branches or affiliates (any such
Person, office, branch or affiliate, a "Transferee") on at least five
Business Days' prior written notice to Party B; provided that, with
respect to clause (ii), (A) as of the date of such transfer the Transferee
will not be required to withhold or deduct on account of a Tax from any
payments under this Agreement unless the Transferee will be required to
make payments of additional amounts pursuant to Section 2(d)(i)(4) of this
Agreement in respect of such Tax (B) a Termination Event or Event of
Default does not occur under this Agreement as a result of such transfer;
(C) such notice is accompanied by a written instrument pursuant to which
the Transferee acquires and assumes the rights and obligations of Party A
so transferred; and (D) Party A will be responsible for any costs or
expenses incurred in connection with such transfer. Party B will execute
such documentation as is reasonably deemed necessary by Party A for the
effectuation of any such transfer. Notwithstanding the foregoing, no such
transfer or assignment shall be made unless it satisfies the Rating Agency
Condition.
(f) Notices. For the purposes of subsections (iii) and (v) of Section 12(a),
the date of receipt shall be presumed to be the date sent if sent on a Local
Business Day or, if not sent on a Local Business Day, the date of receipt
shall be presumed to be the first Local Business Day following the date sent.
(g) Amendments. Section 9(b) is hereby amended by adding at the end thereof
the sentence: "In addition, any amendment or modification of this Agreement
shall be subject to the Rating Agency Condition."
8
(h) Amendments to Operative Documents. Party B agrees that it will obtain
Party A's written consent (which consent shall not be unreasonably withheld)
prior to amending or supplementing the Pooling and Servicing Agreement (or any
other transaction document), if such amendment and/or supplement would: (a)
materially adversely affect any of Party A's rights or obligations hereunder;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations hereunder.
(i) No Bankruptcy Petition. Party A agrees that it will not, until a period of
one year and one day or, if longer the applicable preference period, after the
payment in full of all of the Swap Certificates, acquiesce, petition, invoke
or otherwise cause Party B to invoke the process of any governmental authority
for the purpose of commencing or sustaining a case (whether voluntary or
involuntary) against Party B under any bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Party B or any substantial part of
its property or ordering the winding-up or liquidation of the affairs of Party
B; provided, that this provision shall not restrict or prohibit Party A from
joining any other person, including, without limitation, the Trustee, in any
bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings already commenced or other analogous proceedings already commenced
under applicable law.
(j) Deduction or Withholding for Tax. The provisions of Section 2(d)(i)(4) and
2(d)(ii) will not apply to Party B and Party B shall not be required to pay
any additional amounts referred to therein.
(k) Additional Definitions. Section 14 is hereby amended by adding the
following definitions in their appropriate alphabetical order:
"Moody's" means ▇▇▇▇▇'▇ Investor Services, Inc.
"Rating Agency Condition" means, with respect to any particular proposed
act or omission to act hereunder, that the party acting or failing to act
has consulted with each Rating Agency then providing a rating of any Swap
Certificates and has received from each Rating Agency a written
confirmation that the proposed action or inaction would not cause such
Rating Agency to downgrade or withdraw its then-current rating of any Swap
Certificates (determined without regard to any financial guaranty
insurance policy, if applicable).
"S&P" means Standard & Poor's Ratings Services, a division of ▇▇▇▇▇▇-▇▇▇▇,
Inc.
"Swap Rating Agency" means Moody's and S&P.
"USD" means United States Dollars.
(l) Limited Liability. Party A and Party B agree to the following: (a) The
Bank of New York ("BNY") is entering into this Agreement not in its individual
or corporate capacity, but solely in its capacity as Swap Contract
Administrator under the Swap Contract Administration Agreement; (b) in no case
shall BNY (or any person acting as successor Swap Contract Administrator under
the Swap 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 Party B under the terms of this Agreement,
all such liability, if any, being expressly waived by Party A and any person
claiming by, through or under Party A; and (c) recourse against Party B shall
be limited to the assets available under the Swap Contract Administration
Agreement or the Pooling and Servicing Agreement.
(m) Regulation AB Compliance. Party A and Party B agree that the terms of the
Item 1115 Agreement dated as of January 26, 2006 (the "Regulation AB
Agreement"), between Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc.,
CWALT, Inc., CWHEQ, Inc. and Swiss Re Financial Products Corporation shall be
incorporated by reference into this Agreement so that Party B shall be an
express third party beneficiary of the Regulation AB Agreement. A copy of the
Regulation AB Agreement is attached hereto as Exhibit B.
9
IN WITNESS WHEREOF, the parties have executed this document by their duly
authorized officers with effect from the date so specified on the first page
hereof.
THE BANK OF NEW YORK, not in its
individual or corporate capacity but
SWISS RE FINANCIAL PRODUCTS solely as Swap Contract Administrator
CORPORATION for CWABS, Inc. Asset-Backed
Certificates Series 2006-12, pursuant
to a Swap Contract Administration
Agreement
("Party A") ("Party B")
By: _______________________________ By: _________________________________
Name: Name:
Title: Title:
10
EXHIBIT A
The Guaranty of Swiss Reinsurance Company
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EXHIBIT B
Item 1115 Agreement
12