Exhibit 99.3
SWISS RE FINANCIAL PRODUCTS CORPORATION
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000/Phone: (000) 000-0000
DATE: September 25, 2006
TO: Countrywide Home Loans, Inc.
ATTENTION: Documentation Unit
FROM: Swiss Re Financial Products Corporation
RE: Swap Transaction
REFERENCE NO: 1073229
Dear Sir or Madam:
The purpose of this letter agreement is to set forth the terms and
conditions of the Swap Transaction traded between Swiss Re Financial Products
Corporation ("Party A") and Countrywide Home Loans, Inc. ("Party B") on the
trade date specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the Agreement specified below.
Notwithstanding anything to the contrary in the Agreement, the
definitions and provisions contained in the 2000 ISDA Definitions, as published
by the International Swaps and Derivatives Association, Inc. (the "Definitions")
are incorporated into this Confirmation. To the extent that there is any
inconsistency between those Definitions and Provisions and this Confirmation,
this Confirmation will govern. For the purposes of the Definitions, all
references to a "Transaction" in this Confirmation shall also be deemed to be
references to a "Swap Transaction".
This Confirmation evidences a complete binding agreement between you
and us as to the terms of the Transactions to which this Confirmation relates.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement (Multicurrency - Cross Border) dated as of December 15, 2005, as
amended and supplemented from time to time (the "Agreement"), between Party A
and Party B. All provisions contained or incorporated by reference in that
agreement upon its execution will govern this Confirmation except as expressly
modified below.
Capitalized terms used in this Confirmation and not defined in the
Agreement, this Confirmation or the Definitions shall have the respective
meaning assigned in the Pooling and Servicing Agreement for CWABS, Inc.
Asset-Backed Certificates Series 2006-17 dated as of September 1, 2006 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, and The Bank of New York, as trustee (the
"Pooling and Servicing Agreement").
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
General Terms
-------------
Trade Date: September 8, 2006
Effective Date: September 25, 2006
Termination Date: March 25, 2012, subject to adjustment in
accordance with the Following Business Day
Convention.
Notional Amount: With respect to any Calculation Period, the
lesser of (i) the amount set forth for such
period in Annex A attached hereto and (ii)
the aggregate Certificate Principal Balance
of the Class 1-A, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class X-0, Xxxxx X-0, Class
M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9 and Class B
Certificates (as defined in the Pooling and
Servicing Agreement) immediately prior to
the Distribution Date (as defined in the
Pooling and Servicing Agreement) occurring
in the calendar month in which such
Calculation Period ends.
Upfront Amount:
--------------
Upfront Amount: Party A will pay $2,040,000 to Party B on
September 25, 2006.
Floating Amounts:
----------------
Floating Rate Payer: Party A
Floating Rate Payer Early Payment shall be applicable. For each
Payment Dates: Calculation Period, the Floating Rate Payer
Payment Date shall be the first Business
Day prior to the related Floating Rate Payer
Period End Date.
Floating Rate Payer Period The 25th of each month in each year from
End Dates: (and including) October 25, 2006 to (and
including) the Termination Date, subject to
adjustment in accordance with the Following
Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: One Month
Spread: None
Floating Rate Day Actual/360
Count Fraction:
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days for Reset: London
2
Fixed Amounts:
-------------
Fixed Rate Payer: Party B
Fixed Rate Payer The 25th of each month in each year from
Payment Dates: (and including) October 25, 2006 to (and
including) the Termination Date, subject to
adjustment in accordance with the Following
Business Day Convention.
Fixed Rate Payer Period The 25th of each month in each year from
End Dates: (and including) October 25, 2006 to (and
including) March 25, 2012, with No
Adjustment.
Fixed Rate: 5.35%
Fixed Rate Day Count 30/360
Fraction:
Business Days for Payments by New York.
Both Parties:
Amendment to Section 2(c) of the Notwithstanding anything to the contrary in
Agreement: Section 2(c) of the Agreement, amounts that
are payable with respect to Calculation
Periods which end in the same calendar month
(prior to any adjustment of period end
dates) shall be netted, as provided in
Section 2(c) of the Agreement, even if such
amounts are not due on the same payment
date. For avoidance of doubt any payments
pursuant to Section 6(e) of the Agreement
shall not be subject to netting.
Procedural Terms:
----------------
Account Details:
Payments to Party A: JPMorgan Chase Bank
SWIFT: XXXXXX00
For the Account of Swiss Re Financial
Products Corporation
Account No.: 066-91118
Payments to Party B: As per Party B's standard settlement
instructions; provided, however that upon
any assignment of this Transaction, account
details shall be provided in the assignment
agreement.
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 and conditions
of our agreement by executing this Confirmation and returning it to us by
facsimile to:
Swiss Re Financial Products Corporation
Attention: Derivatives Documentation
Fax: (000) 000-0000 Phone: (000) 000-0000
SWISS RE FINANCIAL PRODUCTS CORPORATION
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Accepted and confirmed as of the Trade Date written above:
COUNTRYWIDE HOME LOANS INC.
By: /s/ Xxxxxxxx Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx Xxxxxxxx
Title: Senior Managing Director and Treasurer
4
Annex A
All dates subject to adjustment in accordance with the Following Business Day
Convention with respect to each Floating Rate Payer Period End Date and subject
to No Adjustment with respect to each Fixed Rate Payer Period End Date.
Period Start Date Period End Date Notional Amount
09/25/2006 10/25/2006 981,500,000
10/25/2006 11/25/2006 973,503,537
11/25/2006 12/25/2006 963,971,102
12/25/2006 01/25/2007 952,916,977
01/25/2007 02/25/2007 940,362,562
02/25/2007 03/25/2007 926,336,436
03/25/2007 04/25/2007 910,875,080
04/25/2007 05/25/2007 894,219,303
05/25/2007 06/25/2007 876,264,056
06/25/2007 07/25/2007 857,068,906
07/25/2007 08/25/2007 836,699,960
08/25/2007 09/25/2007 815,229,594
09/25/2007 10/25/2007 792,732,200
10/25/2007 11/25/2007 772,727,770
11/25/2007 12/25/2007 751,888,796
12/25/2007 01/25/2008 730,308,880
01/25/2008 02/25/2008 708,085,668
02/25/2008 03/25/2008 681,543,703
03/25/2008 04/25/2008 654,033,767
04/25/2008 05/25/2008 627,623,143
05/25/2008 06/25/2008 602,276,962
06/25/2008 07/25/2008 577,952,383
07/25/2008 08/25/2008 554,608,286
08/25/2008 09/25/2008 532,205,202
09/25/2008 10/25/2008 495,980,337
10/25/2008 11/25/2008 462,390,264
11/25/2008 12/25/2008 431,234,916
12/25/2008 01/25/2009 402,329,803
01/25/2009 02/25/2009 375,504,791
02/25/2009 03/25/2009 350,602,961
03/25/2009 04/25/2009 335,787,795
04/25/2009 05/25/2009 321,597,270
05/25/2009 06/25/2009 308,005,097
06/25/2009 07/25/2009 156,351,338
07/25/2009 08/25/2009 152,961,531
08/25/2009 09/25/2009 149,750,125
09/25/2009 10/25/2009 146,934,506
10/25/2009 11/25/2009 144,081,314
11/25/2009 12/25/2009 141,575,158
12/25/2009 01/25/2010 138,957,991
01/25/2010 02/25/2010 136,848,786
02/25/2010 03/25/2010 134,773,331
5
03/25/2010 04/25/2010 132,305,799
04/25/2010 05/25/2010 129,942,261
05/25/2010 06/25/2010 127,564,566
06/25/2010 07/25/2010 125,278,556
07/25/2010 08/25/2010 123,002,681
08/25/2010 09/25/2010 120,852,492
09/25/2010 10/25/2010 118,914,331
10/25/2010 11/25/2010 116,900,944
11/25/2010 12/25/2010 115,086,401
12/25/2010 01/25/2011 113,159,658
01/25/2011 02/25/2011 111,616,585
02/25/2011 03/25/2011 110,125,075
03/25/2011 04/25/2011 108,390,640
04/25/2011 05/25/2011 106,753,239
05/25/2011 06/25/2011 105,134,720
06/25/2011 07/25/2011 103,431,472
07/25/2011 08/25/2011 100,987,756
08/25/2011 09/25/2011 98,460,619
09/25/2011 10/25/2011 96,396,871
10/25/2011 11/25/2011 94,445,488
11/25/2011 12/25/2011 92,831,425
12/25/2011 01/25/2012 91,028,531
01/25/2012 02/25/2012 89,568,747
02/25/2012 03/25/2012 88,232,303
6
