EXHIBIT
99.3
The Guarantee
Swiss
Reinsurance Company
Guarantee
To: The Bank of
New York, (the ”Beneficiary”), not in its individual
capacity but solely as trustee on behalf of the Supplemental
Interest Trust for the CWALT, Inc. Alternative Loan Trust 2007-HY3
(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 February 28, 2007 between the
Beneficiary and THE GUARANTEED SUBSIDIARY as amended or restated
from time to time (the “Agreement”) which supports 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 ("Bürgschaft") within the
meaning of Article 492 et seq of the CO.
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 pri
