Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 5 21K
2: EX-4.1 Instrument Defining the Rights of Security Holders 254 858K
3: EX-99.1 Miscellaneous Exhibit 8 59K
4: EX-99.2 Miscellaneous Exhibit 24 79K
5: EX-99.3 Miscellaneous Exhibit 3 14K
6: EX-99.4 Miscellaneous Exhibit 5 19K
7: EX-99.5 Miscellaneous Exhibit 11 49K
8: EX-99.6 Miscellaneous Exhibit 11 40K
EX-99.3 — Miscellaneous Exhibit
| EX-99.3 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.3
a
Swiss Reinsurance Company
Mythenquai 50/60
P.O. Box
8022 Zurich
Switzerland
Telephone 043 285 2121
Fax 043 285 2999
www.swissre.com
March 29, 2007
Guarantee
To: The Bank of New York, not in an individual capacity, but solely as Corridor
Contract Administrator for CWABS Asset-Backed Certificates Trust 2007-4 (Class
A-1A Certificates) (the "Rated Securities").
1. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the
"Guarantor"), hereby absolutely and unconditionally guarantees the prompt
payment as and when due of all obligations of its indirect, wholly-owned
subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware corporation ("THE
GUARANTEED SUBSIDIARY") under, in connection with or ancillary to a long form
confirmation dated as of March 29, 2007 between the Beneficiary and THE
GUARANTEED SUBSIDIARY as amended or restated from time to time (the
"Agreements") which support the issuance of the Rated Securities. In this
Guarantee these obligations are referred to as the "Guaranteed Obligations".
This Guarantee is given solely for the benefit of, and is enforceable only by,
the Beneficiary or any trustee as assignee of the Beneficiary to which this
Guarantee has been validly assigned in accordance with applicable law and who is
acting as trustee for the investors in the Rated Securities.
2. This Guarantee constitutes a Guarantee of payment and not of collection and
is not conditional or contingent upon any attempts to collect from, or pursue or
exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for
payment hereunder may at the Beneficiary's option be made in writing addressed
to the Chief Financial Officer of the Guarantor. This Guarantee is not however
dependent in any way on the manner of the demand for payment. Delay in making a
claim will not affect the Guarantor's obligations under this Guarantee unless
the relevant legal limitation period has expired.
3. This Guarantee constitutes, and is intended by the Guarantor to constitute,
an unlimited non-accessory undertaking (,,unbeschrankte, nicht akzessorische
Verpflichtung") within the meaning of Article 111 of the Swiss Code of
Obligations (,CO`) and is not a mere surety (,,Burgschaft") within the meaning
of Article 492 et seq of the CO.
a
4. Notwithstanding any reference to the obligations of THE GUARANTEED
SUBSIDIARY, the Guarantor's obligations under this Guarantee are its absolute
and independent obligations as a primary obligor. Payment of a claim hereunder
is required as soon as the Guaranteed Obligations are due and payable.
5. To the extent that any event or circumstance would give rise to any legal or
equitable discharge, defence or other rights of the Guarantor under this
Guarantee, but which event or circumstance would not give rise to any discharge,
defence or rights of THE GUARANTEED SUBSIDIARY under the Agreements, the
Guarantor hereby fully waives, subject to paragraph 7 below, such discharge,
defence, or rights and the Guarantor's liability hereunder shall continue as if
such event or circumstance had not arisen.
6. The Guarantor further agrees, subject to paragraph 7 below, that to the
extent that any event or circumstance gives rise to any legal or equitable
discharge, defence or other rights available to both the Guarantor under the
Guarantee and THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor
hereby agrees to waive such discharge, defence or other rights against the
Beneficiary, until such time as all the Guaranteed Obligations in relation to
the same event or circumstance have been fully met as required to protect
investors in the Rated Securities.
7. Notwithstanding any other provision of this Guarantee, the Guarantor will
have the right, prior to making any payment under this Guarantee, to (a) assert
such rights of offset as are set forth in the Agreements to the extent that such
rights relate to amounts due and payable by the Beneficiary to THE GUARANTEED
SUBSIDIARY and not to amounts which are subject to dispute; and (b) defend
manifestly fraudulent claims under this Guarantee made by the Beneficiary.
8. This Guarantee will continue in full force and effect in relation to all
Guaranteed Obligations until all the Guaranteed Obligations have been satisfied
in full. For the avoidance of doubt, all Guaranteed Obligations entered into by
THE GUARANTEED SUBSIDIARY during the term of this Guarantee shall be honoured in
accordance with this Guarantee and shall be binding on the Guarantor and its
successors and assigns. This Guarantee may be amended only as necessary to
reflect changes to the Guaranteed Obligations which are validly agreed to by the
Beneficiary in accordance with the terms of the Rated Securities, including any
requirement to obtain the consent of some or all of the investors in the Rated
Securities.
9. If any payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or reduced
as a result of insolvency or any similar event affecting creditors rights
generally having occurred in respect of THE GUARANTEED SUBSIDIARY, the
Guarantor's liability under this Guarantee shall continue as if the avoided,
recaptured or reduced payment had not occurred.
10. Upon payment by the Guarantor to the Beneficiary of any amount due under
this Guarantee, the Guarantor shall be entitled to require the assignment to it
of the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the extent
satisfied by such payment, and the Beneficiary will take at the Guarantor's
expense such steps as the Guarantor may reasonably require to implement such
assignment. The Guarantor shall not exercise any rights against THE GUARANTEED
SUBSIDIARY which it may acquire in consequence of such payment and assignment
unless and until all the Guaranteed Obligations to the Beneficiary shall have
been paid in full.
11. This Guarantee is governed and will be construed in accordance with Swiss
law.
2
a
The exclusive place of jurisdiction for any legal proceeding hereunder shall be
Zurich, Switzerland.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed in
its name as of the 29th day of March, 2007.
SWISS REINSURANCE COMPANY
/s/ Andre Pfanner /s/ Flavia Diethelm
----------------- -------------------
Andre Pfanner Flavia Diethelm
Member of Senior Member of Senior
Management Management
3
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 4/13/07 |
| For Period End: | | 3/29/07 | | 1 | | | | | 8-K |
| List all Filings |
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