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 28, 2006
TO: Countrywide Home Loans, Inc.
ATTENTION: Documentation Unit
FROM: Swiss Re Financial Products Corporation
RE: Swap Transaction
REFERENCE NO: 1084972
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 2006-18 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 19, 2006
Effective Date: September 28, 2006
Termination Date: July 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 $80,000 to Party B on
September 28, 2006.
Floating Amounts:
-----------------
Floating Rate Payer: Party A
Floating Rate Payer Early Payment shall be applicable.
Payment Dates: For each 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 The 25th of each month in each year
Period End Dates: from (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
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Fixed Amounts:
--------------
Fixed Rate Payer: Party B
Fixed Rate Payer The 25th of each month in each
Payment Dates: year from (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 The 25th of each month in each year
Period End Dates: from (and including) October 25, 2006
to (and including) July 25, 2012,
with No Adjustment.
Fixed Rate: 5.25%
Fixed Rate Day Count 30/360
Fraction:
Business Days for Payments New York
by Both Parties:
Amendment to Section 2(c) Notwithstanding anything to the
of the Agreement: contrary in 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.
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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 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/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: 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
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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
9/28/2006 10/25/2006 1,445,000,000
10/25/2006 11/25/2006 1,430,218,200
11/25/2006 12/25/2006 1,413,758,800
12/25/2006 1/25/2007 1,395,645,300
1/25/2007 2/25/2007 1,375,907,600
2/25/2007 3/25/2007 1,354,582,200
3/25/2007 4/25/2007 1,331,712,500
4/25/2007 5/25/2007 1,307,892,700
5/25/2007 6/25/2007 1,282,633,100
6/25/2007 7/25/2007 1,257,799,200
7/25/2007 8/25/2007 1,231,900,900
8/25/2007 9/25/2007 1,204,910,400
9/25/2007 10/25/2007 1,176,939,200
10/25/2007 11/25/2007 1,148,048,800
11/25/2007 12/25/2007 1,118,302,800
12/25/2007 1/25/2008 1,087,770,500
1/25/2008 2/25/2008 1,056,525,300
2/25/2008 3/25/2008 1,024,692,900
3/25/2008 4/25/2008 992,352,400
4/25/2008 5/25/2008 960,675,400
5/25/2008 6/25/2008 929,984,700
6/25/2008 7/25/2008 900,249,600
7/25/2008 8/25/2008 871,440,500
8/25/2008 9/25/2008 843,574,900
9/25/2008 10/25/2008 801,789,700
10/25/2008 11/25/2008 758,049,400
11/25/2008 12/25/2008 716,968,100
12/25/2008 1/25/2009 678,388,100
1/25/2009 2/25/2009 642,161,100
2/25/2009 3/25/2009 608,148,200
3/25/2009 4/25/2009 585,176,600
4/25/2009 5/25/2009 565,837,700
5/25/2009 6/25/2009 547,231,900
6/25/2009 7/25/2009 529,335,100
7/25/2009 8/25/2009 511,651,700
8/25/2009 9/25/2009 176,398,400
9/25/2009 10/25/2009 172,743,900
10/25/2009 11/25/2009 169,530,400
11/25/2009 12/25/2009 166,191,100
12/25/2009 1/25/2010 163,568,800
1/25/2010 2/25/2010 161,028,400
2/25/2010 3/25/2010 158,010,400
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3/25/2010 4/25/2010 155,122,200
4/25/2010 5/25/2010 152,227,000
5/25/2010 6/25/2010 149,452,200
6/25/2010 7/25/2010 146,663,500
7/25/2010 8/25/2010 143,998,200
8/25/2010 9/25/2010 141,586,700
9/25/2010 10/25/2010 139,069,600
10/25/2010 11/25/2010 136,787,900
11/25/2010 12/25/2010 134,344,900
12/25/2010 1/25/2011 132,371,500
1/25/2011 2/25/2011 130,427,700
2/25/2011 3/25/2011 128,143,500
3/25/2011 4/25/2011 125,994,800
4/25/2011 5/25/2011 123,877,300
5/25/2011 6/25/2011 121,865,100
6/25/2011 7/25/2011 119,736,400
7/25/2011 8/25/2011 117,354,500
8/25/2011 9/25/2011 114,746,400
9/25/2011 10/25/2011 112,233,700
10/25/2011 11/25/2011 110,108,500
11/25/2011 12/25/2011 107,965,500
12/25/2011 1/25/2012 106,259,800
1/25/2012 2/25/2012 104,527,000
2/25/2012 3/25/2012 102,575,300
3/25/2012 4/25/2012 100,761,100
4/25/2012 5/25/2012 98,939,200
5/25/2012 6/25/2012 97,189,300
6/25/2012 7/25/2012 95,432,000
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