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EXHIBIT 99.3
(Multicurrency-Cross Border)
ISDA(R)
International Swap
Dealers Association, Inc.
MASTER AGREEMENT
dated as of
November 30, 2006
LEHMAN BROTHERS THE BANK OF NEW YORK, not in its
individual or
SPECIAL FINANCING INC. corporate
capacity but solely as Swap Contract
Administrator for CWABS, Inc., Asset-Backed
Certificates, Series 2006-22, pursuant to a Swap
Contract Administration Agreement
have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement,
which
includes the schedule (the "Schedule"), and the documents and other
confirming
evidence (each a "Confirmation") exchanged between the parties
confirming
those Transactions.
Accordingly, the parties agree as follows:--
1. Interpretation
(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.
(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purposes of the relevant Transaction.
(c) Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"),
and the
parties would not otherwise enter into any Transactions.
2. Obligations
(a) General Conditions.
(i) Each party will make each
payment or delivery specified in each
Confirmation to be made by it, subject to the
other provisions of this
Agreement.
(ii) Payments under this Agreement
will be made on the due date for
value on that date in the place of
the account specified in the relevant
Confirmation or otherwise pursuant
to this Agreement, in freely
transferable funds and in the
manner customary for payments in the
required currency. Where settlement
is by delivery (that is, other than
by payment), such delivery will be
made for receipt on the due date in
the manner customary for the
relevant obligation unless otherwise
specified in the relevant
Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party
under Section 2(a)(i) is subject to
(1) the condition precedent that no
Event of Default or Potential Event
of Default with respect to the
other party has occurred and is
continuing, (2) the condition
precedent that no Early Termination Date
in respect of the relevant
Transaction has occurred or been effectively
designated and (3) each other
applicable condition precedent specified
in this Agreement.
Copyright (C) 1992 by International
Swap Dealers Association, Inc.
<PAGE>
(b) Change of Account. Either party may
change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.
(c) Netting. If on any date amounts
would otherwise be payable: --
(i) in the same currency; and
(ii) in respect of the same
Transaction,
by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.
(d) Deduction or Withholding for Tax.
(i) Gross-Up. All payments under
this Agreement will be made without any
deduction or withholding for or on
account of any Tax unless such
deduction or withholding is
required by any applicable law, as modified
by the practice of any relevant
governmental revenue authority, then in
effect. If a party is so required
to deduct or withhold, then that party
("X") will: --
(1) promptly notify the other party
("Y") of such requirement;
(2) pay to the relevant authorities the full
amount required to
be deducted or withheld
(including the full amount required to be
deducted or withheld from any
additional amount paid by X to Y
under this Section 2(d))
promptly upon the earlier of determining
that such deduction or
withholding is required or receiving notice
that such amount has been
assessed against Y;
(3) promptly forward to Y an official receipt
(or a certified
copy), or other documentation
reasonably acceptable to Y,
evidencing such payment to
such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to
Y, in addition to
the payment to which Y is otherwise
entitled under this Agreement,
such additional amount as is
necessary to ensure that the net
amount actually received by Y
(free and clear of Indemnifiable
Taxes, whether assessed
against X or Y) will equal the Full amount
Y would have received had no
such deduction or withholding been
required. However, X will not
be required to pay any additional
amount to Y to the extent
that it would not be required to be paid
but for: --
(A) the failure by Y to
comply with or perform any agreement
contained in Section
4(a)(i), 4(a)(iii) or 4(d); or
(B) the failure of a
representation made by Y pursuant to
Section 3(f) to be
accurate and true unless such failure
would not have occurred
but for (I) any action taken by a
taxing authority, or
brought in a court of competent
jurisdiction, on or after the date on which
a Transaction is
entered into
(regardless of whether such action is taken or
brought with respect to
a party to this Agreement) or (II) a
Change in Tax Law.
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<PAGE>
(ii) Liability. If: --
(1) X is required by any
applicable law, as modified by the
practice of any relevant
governmental revenue authority, to make
any deduction or withholding
in respect of which X would not be
required to pay an additional
amount to Y under Section
2(d)(i)(4);
(2) X does not so deduct or
withhold; and
(3) a liability resulting
from such Tax is assessed directly
against X,
then, except to the extent Y has
satisfied or then satisfies the
liability resulting from such Tax,
Y will promptly pay to X the amount
of such liability (including any
related liability for interest, but
including any related liability for
penalties only if Y has failed to
comply with or perform any
agreement contained in Section 4(a)(i),
4(a)(iii) or 4(d)).
(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.
3. Representations
Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that: --
(a) Basic Representations.
(i) Status. It is duly organised and validly
existing under the laws
of the jurisdiction of its
organisation or incorporation and, if relevant
under such laws, in good standing;
(ii) Powers. It has the power to execute this
Agreement and any other
documentation relating to this
Agreement to which it is a party, to
deliver this Agreement and any
other documentation relating to this
Agreement that it is required by
this Agreement to deliver and to
perform its obligations under this
Agreement and any obligations it has
under any Credit Support Document
to which it is a party and has taken
all necessary action to authorise
such execution, delivery and
performance;
(iii) No Violation or Conflict. Such
execution, delivery and performance
do not violate or conflict with any
law applicable to it, any provision
of its constitutional documents,
any order or judgment of any court or
other agency of government
applicable to it or any of its assets or any
contractual restriction binding on
or affecting it or any of its assets;
(iv) Consents. All governmental and other consents
that are required to
have been obtained by it with
respect to this Agreement or any Credit
Support Document to which it is a
party have been obtained and are in
full force and effect and all
conditions of any such consents have been
complied with; and
(v) Obligations Binding. Its obligations under
this Agreement and any
Credit Support Document to which it
is a party constitute its legal,
valid and binding obligations,
enforceable in accordance with their
respective terms (subject to
applicable bankruptcy, reorganisation,
insolvency, moratorium or similar
laws affecting creditors' rights
generally and subject, as to
enforceability, to equitable principles of
general application (regardless of
whether enforcement is sought in a
proceeding in equity or at law)).
3
<PAGE>
(b) Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or perforating its obligations under this
Agreement or any Credit Support Document to which it is a party.
(c) Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.
(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.
(e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.
(f) Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.
4. Agreements
Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party: --
(a) Furnish Specified Information. It
will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs: --
(i) any forms, documents or
certificates relating to taxation specified
in the Schedule or any
Confirmation;
(ii) any other documents specified
in the Schedule or any Confirmation;
and
(iii) upon reasonable demand by
such other party, any form or document
that may be required or reasonably
requested in writing in order to
allow such other party or its
Credit Support Provider to make a payment
under this Agreement or any
applicable Credit Support Document without
any deduction or withholding for or
on account of any Tax or with such
deduction or withholding at a
reduced rate (so long as the completion,
execution or submission of such
form or document would not materially
prejudice the legal or commercial
position of the party in receipt of
such demand), with any such form or
document to be accurate and
completed in a manner reasonably
satisfactory to such other party and to
be executed and to be delivered
with any reasonably required
certification,
in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.
(b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.
(c) Comply with Laws. It will comply in
all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.
(d) Tax Agreement. It will give notice
of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning
of such failure.
(e) Payment of Stamp Tax. Subject to
Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,
4
<PAGE>
organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this
Agreement is located ("Stamp Tax Jurisdiction") and will indemnify
the other
party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.
5. Events of Default and Termination
Events
(a) Events of Default. The occurrence
at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party: --
(i) Failure to Pay or Deliver. Failure by the
party to make, when due,
any payment under this Agreement or
delivery under Section 2(a)(i) or
2(e) required to be made by it if
such failure is not remedied on or
before the third Local Business Day
after notice of such failure is
given to the party;
(ii) Breach of Agreement. Failure by the party to
comply with or perform
any agreement or obligation (other
than an obligation to make any
payment under this Agreement or
delivery under Section 2(a)(i) or 2(c)
or to give notice of a Termination
Event or any agreement or obligation
under Section 4(a)(i), 4(a)(iii) or
4(d)) to be complied with or
performed by the party in
accordance with this Agreement if such failure
is not remedied on or before the
thirtieth day after notice of such
failure is given to the party;
(iii) Credit Support Default.
(1) Failure by the party or any Credit Support
Provider of such
party to comply with or
perform any agreement or obligation to be
complied with or performed by
it in accordance with any Credit
Support Document if such
failure is continuing after any
applicable grace period has
elapsed;
(2) the expiration or termination of such Credit
Support Document
or the failing or ceasing of
such Credit Support Document to be in
full force and effect for the
purpose of this Agreement (in either
case other than in accordance
with its terms) prior to the
satisfaction of all obligations of
such party under each
Transaction to which such
Credit Support Document relates without
the written consent of the
other party; or
(3) the party or such Credit Support Provider
disaffirms,
disclaims, repudiates or
rejects, in whole or in part, or
challenges the validity of,
such Credit Support Document;
(iv) Misrepresentation. A representation (other
than a representation
under Section 3(e) or (f)) made or
repeated or deemed to have been made
or repeated by the party or any
Credit Support Provider of such party in
this Agreement or any Credit
Support Document proves to have been
incorrect or misleading in any
material respect when made or repeated or
deemed to have been made or
repeated;
(v) Default under Specified Transaction. The
party, any Credit Support
Provider of such party or any
applicable Specified Entity of such party
(1) defaults under a Specified
Transaction and, after giving effect to
any applicable notice requirement
or grace period, there occurs a
liquidation of, an acceleration of
obligations under, or an early
termination of, that Specified
Transaction, (2) defaults, after giving
effect to any applicable notice
requirement or grace period, in making
any payment or delivery due on the
last payment, delivery or exchange
date of, or any payment on early
termination of, a Specified Transaction
(or such default continues for at least three
Local Business Days if
there is no applicable notice
requirement or grace period) or (3)
disaffirms, disclaims, repudiates
or rejects, in whole or in part, a
Specified Transaction (or such action
is taken by any person or entity
appointed or empowered to operate
it or act on its behalf);
(vi) Cross Default. If "Cross Default"
is specified in the Schedule as
applying to the party, the
occurrence or existence of (1) a default,
event of default or other similar
condition or event (however
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<PAGE>
described) in respect of such
party, any Credit Support Provider of such
party or any applicable Specified
Entity of such party under one or more
agreements or instruments relating
to Specified Indebtedness of any of
them (individually or collectively)
in an aggregate amount of not less
than the applicable Threshold
Amount (as specified in the Schedule)
which has resulted in such
Specified Indebtedness becoming, or becoming
capable at such time of being
declared, due and payable under such
agreements or instruments, before
it would otherwise have been due and
payable or (2) a default by such
party, such Credit Support Provider or
such Specified Entity (individually
or collectively) in making one or
more payments on the due date
thereof in an aggregate amount of not less
than the applicable Threshold
Amount under such agreements or
instruments (after giving effect to
any applicable notice requirement or
grace period);
(vii) Bankruptcy. The party, any
Credit Support Provider of such party
or any applicable Specified Entity
of such party: --
(1)
is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2)
becomes insolvent or is unable to pay
its debts or fails or admits
in writing its inability generally to
pay its debts as they become
due; (3) makes a general assignment,
arrangement or composition
with or for the benefit of its
creditors; (4) institutes or
has instituted against it a
proceeding seeking a judgment
of insolvency or bankruptcy or any
other relief under any
bankruptcy or insolvency law or other
similar law affecting
creditors' rights, or a petition is
presented for its winding-up
or liquidation, and, in the case of
any such proceeding or
petition instituted or presented against
it, such proceeding or
petition (A) results in a judgment of
insolvency or bankruptcy or
the entry of an order for relief or
the making of an order for
its winding-up or liquidation or (B) is
not dismissed, discharged,
stayed or restrained in each case
within 30 days of the
institution or presentation thereof, (5) has
a resolution passed for its
winding-up, official management or
liquidation (other than
pursuant to a consolidation, amalgamation
or merger); (6) seeks or
becomes subject to the appointment of an
administrator, provisional
liquidator, conservator, receiver,
trustee, custodian or other
similar official for it or for all or
substantially all its assets;
(7) has a secured party take
possession of all or
substantially all its assets or has a
distress, execution,
attachment, sequestration or other legal
process levied, enforced or
sued on or against all or
substantially all its assets
and such secured party maintains
possession, or any such
process is not dismissed, discharged,
stayed or restrained, in each
case within 30 days thereafter; (8)
causes or is subject to any
event with respect to it which, under
the applicable laws of any
jurisdiction, has an analogous effect
to any of the events
specified in clauses (1) to (7) (inclusive);
or (9) takes any action in
furtherance of, or indicating its
consent to, approval of, or
acquiescence in, any of the foregoing
acts; or
(viii) Merger Without Assumption.
The party or any Credit Support
Provider of such party consolidates
or amalgamates with, or merges with
or into, or transfers all or
substantially all its assets to, another
entity and, at the time of such
consolidation, amalgamation, merger or
transfer: --
(1)
the resulting, surviving or transferee entity fails to assume
all the obligations of such
party or such Credit Support Provider
under this Agreement or any
Credit Support Document to which it or
its predecessor was a party
by operation of law or pursuant to an
agreement reasonably
satisfactory to the other party to this
Agreement; or
(2) the benefits of any Credit Support Document
fail to extend
(without the consent of the
other party) to the performance by
such resulting, surviving or
transferee entity of its obligations
under this Agreement.
(b) Termination Events. The occurrence
at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event
6
<PAGE>
Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: --
(i)
Illegality. Due to the adoption of, or any change in, any applicable
law after the date on which a
Transaction is entered into, or due to the
promulgation of, or any change in,
the interpretation by any court,
tribunal or regulatory authority
with competent jurisdiction of any
applicable law after such date, it
becomes unlawful (other than as a
result of a breach by the party of
Section 4(b)) for such party (which
will be the Affected Party): --
(1) to perform any absolute or contingent
obligation to make a
payment or delivery or to
receive a payment or delivery in respect
of such Transaction or to
comply with any other material provision
of this Agreement relating to
such Transaction; or
(2) to perform, or for any Credit Support
Provider of such party
to perform, any contingent or
other obligation which the party (or
such Credit Support Provider)
has under any Credit Support
Document relating to such
Transaction;
(ii) Tax Event. Due to (x) any action taken by a
taxing authority, or
brought in a court of competent
jurisdiction, on or after the date on
which a Transaction is entered into
(regardle






