Deutsche Bank Deutsche Bank AG New York 60 Wall Street New York, NY 10005 Telephone: 212-250-9425 Facsimile: 212-797-0779
EXHIBIT
99.8
|
Deutsche
Bank
 Deutsche
Bank AG New York
▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
|
|
Date:
|
March
30, 2007
|
|
To:
|
COUNTRYWIDE
HOME LOANS, INC. (“Party B”)
|
|
Attn:
|
Documentation
Unit
|
|
Fax
No:
|
▇▇▇-▇▇▇-▇▇▇▇
|
|
From:
|
DEUTSCHE
BANK AG, NEW YORK BRANCH (“Party A”)
|
|
Our
Reference:
|
Global
No. N590854N / N590855N
|
The
purpose of this letter agreement (“Confirmation”) is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the “Transaction”) between Party A and Party B.
This
Confirmation supersedes any previous Confirmation or other communication with
respect to the Transaction and evidences a complete and binding agreement
between you and us as to the terms of the Swap Transaction to which this
Confirmation relates. This Confirmation is subject to the terms and
conditions of the ISDA Master Agreement dated as of July 18, 1996, between
Party
A and Party B and shall form a part of and be subject to that ISDA Master
Agreement (the “Agreement”).
The
definitions and provisions contained in the 2000 ISDA Definitions (the “2000
Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”) are incorporated into this
Confirmation. In the event of any inconsistency between the 2000
Definitions and this Confirmation, this Confirmation will govern for the
purposes of the Transaction. Capitalized terms used in this
Confirmation and not defined in this Confirmation or the 2000 Definitions shall
have the respective meaning assigned in the Agreement. Capitalized
terms used in this Confirmation and not defined in the Agreement, this
Confirmation or the 2000 Definitions shall have the respective meaning assigned
in the Pooling and Servicing Agreement for CWABS Asset-Backed Certificates
Trust
2007-5, dated as of March 1, 2007 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, and The Bank of New York Trust Company, N.A., as
co-trustee (the “Pooling and Servicing Agreement”). Each party hereto
agrees to make payment to the other party hereto in accordance with the
provisions of this Confirmation and of the Agreement.
Chairman
of the Supervisory Board: Clemens Börsig
Management
Board: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Chairman), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ von Heydebreck,
▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
1.
The
terms of the particular Transaction to which this Confirmation relates are
as
follows:
|
General
Terms
|
|
|
Trade
Date:
|
March
23, 2007
|
|
Effective
Date:
|
▇▇▇▇▇
▇▇, ▇▇▇▇
|
|
▇▇▇▇▇▇▇▇▇▇▇
Date:
|
September
25, 2007
For
purposes of the final Calculation Period on the Floating Amounts,
Termination Date will be subject to adjustment in accordance with
the
Following Business Day Convention.
|
|
Notional
Amount:
|
With
respect to each Calculation Period, the amount set forth for such
period
in the Schedule of Notional Amounts attached hereto in Appendix
A.
|
|
Business
Days:
|
|
Floating
Amounts
|
|
|
Floating
Amount Payer:
|
Party
A
|
|
Floating
Amount Payer Period End Dates:
|
The
25th calendar day of each month, from and including April 25, 2007
to and
including the Termination Date, subject to adjustment in accordance
with
the Following Business Day Convention.
|
|
Floating
Amount Payer Payment Dates:
|
One
(1) Business Day prior to each Floating Amount Payer Period End
Date.
|
|
Cap
Rate:
|
With
respect to any Calculation Period, the rate set forth for such
period in
the Schedule of Notional Amounts attached hereto in Appendix
A.
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA,
provided, however, that if the Floating Rate determined from such
Floating
Rate Option for any Calculation Period is greater than 9.00000%
then the
Floating Rate for such Calculation Period shall be deemed to be
9.00000%.
|
|
Designated
Maturity:
|
1
month
|
|
Spread:
|
Inapplicable
|
|
Floating
Rate Day Count Fraction:
|
Actual/360
|
|
Reset
Dates:
|
The
first day of each Calculation
Period
|
|
Fixed
Amounts
|
|
|
Fixed
Amount Payer:
|
Party
B
|
2
|
Fixed
Amount Payer Payment Date:
|
March
30, 2007, subject to adjustment in accordance with the Following
Business
Day Convention.
|
|
Fixed
Amount:
|
USD
15,000.
|
|
Procedural
Terms
|
|
|
Account
Details:
|
|
|
Account
Details of Party A:
|
Deutsche
Bank Trust Company Americas, New York
Acct#
01 473 969
Swift
Code: ▇▇▇▇▇▇▇▇
Favor
of: Deutsche Bank AG, New York
|
|
Account
Details of Party B:
|
As
per Party B’s standard settlement instructions.
|
|
Assignment:
|
Party
A will not unreasonably withhold or delay its consent to an assignment
of
this Transaction to any other third
party.
|
3
This
agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
having an authorized officer sign this Confirmation and return it via facsimile
to:
Attention:
Derivative Documentation
Telephone:
▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile:
44 20 7545 9761
E-mail:
▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇
This
message will be the only form of Confirmation dispatched by us. If you wish
to
exchange hard copy forms of this Confirmation, please contact us.
|
For
and on behalf of
DEUTSCHE
BANK AG, NEW YORK
BRANCH
|
For
and on behalf of
COUNTRYWIDE
HOME LOANS, INC.
|
|
/s/
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Authorized Signatory
Date:
3/30/07
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Executive Vice President
Date:
3/30/07
|
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Vice President
Date:
3/30/07
|
4
|
Appendix
A
|
||
|
Calculation
Periods up to but excluding the Payment Date scheduled to
occur:
|
Cap
Rate
|
Notional
Amount (USD):
|
|
April
25, 2007
|
8.28895%
|
372,609,000
|
|
May
25, 2007
|
7.18374%
|
370,092,453
|
|
June
25, 2007
|
6.95197%
|
366,535,851
|
|
July
25, 2007
|
7.18366%
|
362,062,832
|
|
August
25, 2007
|
6.95189%
|
356,676,940
|
|
September
25, 2007
|
6.95185%
|
350,386,930
|
5