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

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

Telephone: 000-000-0000

Facsimile: 000-000-0000

Date:	March 30, 2007
To:	COUNTRYWIDE HOME LOANS, INC. (“Party B”)
Attn:	Documentation Unit
Fax No:	000-000-0000
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: Xxxxx Xxxxxxxxx (Chairman), Xxxx Xxxxxxxx, Xxxxxx von Heydebreck, Xxxxxxx Xx Xxxxx, Xxxxxxx-Xxxxx Xxxxxxxx

1. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms
Trade Date:	March 23, 2007
Effective Date:	Xxxxx 00, 0000
Xxxxxxxxxxx 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:	New York

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

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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: XXXXXX00 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.

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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: 00 00 0000 0000

Facsimile: 44 20 7545 9761

E-mail: xxxxxxxxxx.xxxxxxxxxxxxx@xx.xxx

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/ Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxxx Title: Authorized Signatory Date: 3/30/07	/s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Vice President Date: 3/30/07
/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Date: 3/30/07

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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

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