Exhibit 99.6
SWAP CONTRACT ADMINISTRATION AGREEMENT
This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of
December 29, 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 Stearns Financial Products Inc. (the
"Counterparty"),
with a Trade Date of December 19, 2006 and a reference number of
FXCW06SD10
(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 CWHEQ, Inc., as depositor, CHL, as
a seller,
Park Granada LLC, 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 CWHEQ,
Inc., Home
Equity Loan Asset-Backed Certificates, Series 2006-S10;
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 Class A-2 and Class A-3
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
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 (x)
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 (subject to the limitation in Section 4.04(e)(5)
of the
Pooling and Servicing Agreement), in each case remaining unpaid (or
in the
case of Overcollateralization Deficiency Amount, remaining)
following the
distribution to the Benefited Certificates of Excess Cashflow
pursuant to
Section 4.04(d) of the Pooling and Servicing Agreement and (y) any
deposit to
the Swap Reserve Fund. 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.
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
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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
Stearns Financial Products Inc. and certain registered Holders of
CWHEQ, Inc.,
Home Equity Loan Asset-Backed Certificates, Series 2006-S10". 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