EXHIBIT 4.1

                                                                  EXECUTION COPY
===============================================================================






                                  CWABS, INC.,
                                    Depositor

                          COUNTRYWIDE HOME LOANS, INC.,
                                     Seller

                                PARK MONACO INC.,
                                     Seller

                                PARK SIENNA LLC,
                                     Seller

                      COUNTRYWIDE HOME LOANS SERVICING LP,
                                 Master Servicer

                                       and

                              THE BANK OF NEW YORK,
                                     Trustee

                        ---------------------------------

                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2006

                       ---------------------------------

                    ASSET-BACKED CERTIFICATES, SERIES 2006-4



<PAGE>




                                Table of Contents

                                                                            Page
<TABLE>
<S>                                         <C>


                                                          ARTICLE I.
                                                         DEFINITIONS

Section 1.01      Defined Terms...................................................................................9
Section 1.02      Certain Interpretive Provisions................................................................51

                                                         ARTICLE II.
                                 CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01      Conveyance of Mortgage Loans...................................................................52
Section 2.02      Acceptance by Trustee of the Mortgage Loans....................................................59
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and the Sellers...............65
Section 2.04      Representations and Warranties of the Depositor................................................85
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................86
Section 2.06      Authentication and Delivery of Certificates....................................................87
Section 2.07      Covenants of the Master Servicer...............................................................87

                                                         ARTICLE III.
                                        ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01      Master Servicer to Service Mortgage Loans......................................................87
Section 3.02      Subservicing; Enforcement of the Obligations of Master Servicer................................89
Section 3.03      Rights of the Depositor, the Sellers, the Certificateholders, the NIM
                  Insurer and the Trustee in Respect of the Master Servicer......................................90
Section 3.04      Trustee to Act as Master Servicer..............................................................91
Section 3.05      Collection of Mortgage Loan Payments; Certificate Account; Distribution
                  Account; Pre-Funding Account; Seller Shortfall Interest Requirement............................91
Section 3.06      Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................95
Section 3.07      Access to Certain Documentation and Information Regarding the Mortgage Loans...................95
Section 3.08      Permitted Withdrawals from the Certificate Account, Distribution
                  Account, Carryover Reserve Fund and the Principal Reserve Fund.................................96
Section 3.09      [Reserved].....................................................................................98
Section 3.10      Maintenance of Hazard Insurance................................................................98
Section 3.11      Enforcement of Due-On-Sale Clauses; Assumption Agreements......................................99
Section 3.12      Realization Upon Defaulted Mortgage Loans; Determination of Excess
                  Proceeds and Realized Losses; Repurchase of Certain Mortgage Loans............................100
Section 3.13      Trustee to Cooperate; Release of Mortgage Files...............................................104
Section 3.14      Documents, Records and Funds in Possession of Master Servicer to be Held for the Trustee......105

                                       i


<PAGE>

Section 3.15      Servicing Compensation........................................................................106
Section 3.16      Access to Certain Documentation...............................................................106
Section 3.17      Annual Statement as to Compliance.............................................................106
Section 3.18      [Reserved]....................................................................................107
Section 3.19      [Reserved]....................................................................................107
Section 3.20      Prepayment Charges............................................................................107
Section 3.21      Swap Contract.................................................................................108

                                                         ARTICLE IV.
                                      DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01      Advances; Remittance Reports..................................................................110
Section 4.02      Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........112
Section 4.03      [Reserved]....................................................................................112
Section 4.04      Distributions.................................................................................112
Section 4.05      Monthly Statements to Certificateholders......................................................119
Section 4.06      [Reserved]....................................................................................120
Section 4.07      Carryover Reserve Fund........................................................................120
Section 4.08      Credit Comeback Excess Account................................................................120
Section 4.09      Swap Trust and Swap Account...................................................................121

                                                          ARTICLE V.
                                                       THE CERTIFICATES

Section 5.01      The Certificates..............................................................................123
Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................124
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................128
Section 5.04      Persons Deemed Owners.........................................................................128
Section 5.05      Access to List of Certificateholders' Names and Addresses.....................................128
Section 5.06      Book-Entry Certificates.......................................................................129
Section 5.07      Notices to Depository.........................................................................130
Section 5.08      Definitive Certificates.......................................................................130
Section 5.09      Maintenance of Office or Agency...............................................................130

                                                         ARTICLE VI.
                                      THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

Section 6.01      Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................131
Section 6.02      Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................131
Section 6.03      Limitation on Liability of the Depositor, the Sellers, the Master Servicer,
                  the NIM Insurer and Others....................................................................131
Section 6.04      Limitation on Resignation of Master Servicer..................................................132
Section 6.05      Errors and Omissions Insurance; Fidelity Bonds................................................133


                                       ii


<PAGE>

                                                         ARTICLE VII.
                                           DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01      Events of Default.............................................................................133
Section 7.02      Trustee to Act; Appointment of Successor......................................................135
Section 7.03      Notification to Certificateholders............................................................137

                                                        ARTICLE VIII.
                                                    CONCERNING THE TRUSTEE

Section 8.01      Duties of Trustee.............................................................................137
Section 8.02      Certain Matters Affecting the Trustee.........................................................138
Section 8.03      Trustee Not Liable for Mortgage Loans.........................................................140
Section 8.04      Trustee May Own Certificates..................................................................140
Section 8.05      Master Servicer to Pay Trustee's Fees and Expenses............................................140
Section 8.06      Eligibility Requirements for Trustee..........................................................141
Section 8.07      Resignation and Removal of Trustee............................................................141
Section 8.08      Successor Trustee.............................................................................142
Section 8.09      Merger or Consolidation of Trustee............................................................143
Section 8.10      Appointment of Co-Trustee or Separate Trustee.................................................143
Section 8.11      Tax Matters...................................................................................145
Section 8.12      [Reserved]....................................................................................147
Section 8.13      Access to Records of the Trustee..............................................................147
Section 8.14      Suits for Enforcement.........................................................................148

                                                         ARTICLE IX.
                                                         TERMINATION

Section 9.01      Termination upon Liquidation or Repurchase of all Mortgage Loans..............................148
Section 9.02      Final Distribution on the Certificates........................................................149
Section 9.03      Additional Termination Requirements...........................................................150

                                                          ARTICLE X.
                                                   MISCELLANEOUS PROVISIONS

Section 10.01     Amendment.....................................................................................151
Section 10.02     Recordation of Agreement; Counterparts........................................................153
Section 10.03     Governing Law.................................................................................153
Section 10.04     Intention of Parties..........................................................................153
Section 10.05     Notices.......................................................................................155
Section 10.06     Severability of Provisions....................................................................156
Section 10.07     Assignment....................................................................................156
Section 10.08     Limitation on Rights of Certificateholders....................................................156
Section 10.09     Inspection and Audit Rights...................................................................157
Section 10.10     Certificates Nonassessable and Fully Paid.....................................................158
Section 10.11     Rights of NIM Insurer.........................................................................158

                                      iii

<PAGE>

                                                         ARTICLE XI.
                                                    EXCHANGE ACT REPORTING

Section 11.01     Filing Obligations............................................................................160
Section 11.02     Form 10-D Filings.............................................................................160
Section 11.03     Form 8-K Filings..............................................................................161
Section 11.04     Form 10-K Filings.............................................................................161
Section 11.05     Sarbanes-Oxley Certification..................................................................162
Section 11.06     Form 15 Filing................................................................................163
Section 11.07     Report on Assessment of Compliance and Attestation............................................163
Section 11.08     Use of Subservicers and Subcontractors........................................................164
Section 11.09     Amendments....................................................................................165
Section 11.10     Reconciliation of Accounts....................................................................165

Exhibits

EXHIBIT A                           Forms of Certificates
     EXHIBIT A-1                    Form of Class 1-A-1 Certificate
     EXHIBIT A-2                    Form of Class 1-A-1M Certificate
     EXHIBIT A-3                    Form of Class 2-A-1 Certificate
     EXHIBIT A-4                    Form of Class 2-A-2 Certificate
     EXHIBIT A-5                    Form of Class 2-A-3 Certificate
     EXHIBIT A-6                    Form of Class M-1 Certificate
     EXHIBIT A-7                    Form of Class M-2 Certificate
     EXHIBIT A-8                    Form of Class M-3 Certificate
     EXHIBIT A-9                    Form of Class M-4 Certificate
     EXHIBIT A-10                   Form of Class M-5 Certificate
     EXHIBIT A-11                   Form of Class M-6 Certificate
     EXHIBIT A-12                   Form of Class M-7 Certificate
     EXHIBIT A-13                   Form of Class M-8 Certificate
     EXHIBIT A-14                   Form of Class B Certificate
EXHIBIT B                           Form of Class P Certificate
EXHIBIT C                           Form of Class C Certificate
EXHIBIT D                           Form of Class A-R Certificate
EXHIBIT E                           Form of Tax Matters Person Certificate
EXHIBIT F                           Mortgage Loan Schedule
     EXHIBIT F-1                    List of Mortgage Loans
     EXHIBIT F-2                    Mortgage Loans for which All or a Portion
                                        of a Related Mortgage File is
                                        not Delivered to the Trustee on or prior
                                        to the Closing Date
EXHIBIT G                           Forms of Certification of Trustee
     EXHIBIT G-1                    Form of Initial Certification of Trustee (Initial Mortgage Loans)
     EXHIBIT G-2                    Form of Interim Certification of Trustee
     EXHIBIT G-3                    Form of Delay Delivery Certification
     EXHIBIT G-4                    Form of Initial Certification of Trustee (Subsequent Mortgage Loans)
EXHIBIT H                           Form of Final Certification of Trustee


                                       iv

<PAGE>

EXHIBIT I                           Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1                         Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2                         Form of Transferor Certificate for Private Certificates
EXHIBIT K                           Form of Investment Letter (Non-Rule 144A)
EXHIBIT L                           Form of Rule 144A Letter
EXHIBIT M                           Form of Request for Document Release
EXHIBIT N                           Form of Request for File Release
EXHIBIT O                           Copy of Depository Agreement
EXHIBIT P                           Form of Subsequent Transfer Agreement
EXHIBIT Q                           [Reserved]
EXHIBIT R                           [Reserved]
EXHIBIT S-1                         [Reserved]
EXHIBIT S-2                         [Reserved]
EXHIBIT T                           Officer's Certificate with respect to Prepayments
EXHIBIT U                           Form of Swap Contract
EXHIBIT V-1                         Form of Swap Contract Assignment Agreement
EXHIBIT V-2                         Form of Swap Contract Administration Agreement
EXHIBIT V-3                         Form of Swap Guarantee
EXHIBIT W                           Form of Monthly Statement
EXHIBIT X-1                         Form of Performance Certification (Subservicer)
EXHIBIT X-2                         Form of Performance Certification (Trustee)
EXHIBIT Y                           Form of Servicing Criteria to be Addressed in Assessment of Compliance Statement
EXHIBIT Z                           List of Item 1119 Parties
EXHIBIT AA                          Form of Sarbanes-Oxley Certification (Replacement Master Servicer)
SCHEDULE I                          Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II                         Collateral Schedule
</TABLE>



                                       v

<PAGE>


      POOLING AND SERVICING AGREEMENT, dated as of February 1, 2006, by and
among CWABS, INC., a Delaware corporation, as depositor (the "Depositor"),
COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller ("CHL" or a
"Seller"), PARK MONACO INC., a Delaware corporation, as a seller ("Park Monaco"
or a "Seller"), PARK SIENNA LLC, a Delaware limited liability company, as a
seller ("Park Sienna" or a "Seller", and together with CHL and Park Monaco, the
"Sellers"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as
master servicer (the "Master Servicer"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "Trustee").

                              PRELIMINARY STATEMENT

      The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. The Trust Fund (excluding the Credit
Comeback Excess Account, the Carryover Reserve Fund and the assets held in the
Pre-Funding Account) for federal income tax purposes will consist of four REMICs
("REMIC 1," "REMIC 2," "REMIC 3" and the "Master REMIC"). Each Certificate,
other than the Class A-R Certificate, will represent ownership of one or more
regular interests in the Master REMIC for purposes of the REMIC Provisions. The
Class A-R Certificate represents ownership of the sole class of residual
interest in REMIC 1, REMIC 2, REMIC 3 and the Master REMIC. The Master REMIC
will hold as assets the several classes of uncertificated REMIC 3 Interests
(other than the R-3-R Interest). Each REMIC 3 Interest (other than the R-3-R
Interest) is hereby designated as a regular interest in REMIC 3. REMIC 3 will
hold as assets the several classes of uncertificated REMIC 2 Interests (other
than the R-2-R Interest). Each REMIC 2 Interest (other than the R-2-R Interest)
is hereby designated as a regular interest in REMIC 2. REMIC 2 will hold as
assets the several classes of uncertificated REMIC 1 Interests (other than the
R-1-R Interest). Each REMIC 1 Interest (other than the R-1-R Interest) is hereby
designated as a regular interest in REMIC 1. REMIC 1 will hold as assets all
property of the Trust Fund (excluding the Credit Comeback Excess Account, the
Carryover Reserve Fund and the assets held in the Pre-Funding Account). The
latest possible maturity date of all REMIC regular interests created in this
Agreement shall be the Latest Possible Maturity Date.

      None of the REMICs described herein shall hold any interest in the Swap
Trust, Swap Contract or Swap Account.

         REMIC 1:

      The REMIC 1 Interests will have the principal balances, pass-through rates
and Corresponding Loan Groups as set forth below.

<TABLE>
<CAPTION>
                                                          Initial                                 Corresponding Loan
REMIC 1 Interests                                         Balance           Pass-Through Rate          Group(s)
<S>                                                         <C>                    <C>                    <C>
R-1-1-I.....................................                (1)                    (5)                    1
R-1-1-S.....................................                (2)                    (6)                    1
R-1-2-I.....................................                (1)                    (5)                    2
R-1-2-S.....................................                (2)                    (6)                    2
R-1-X.......................................                (3)                    (7)                 1 and 2

                                       1


<PAGE>

                                                          Initial                                 Corresponding Loan
REMIC 1 Interests                                         Balance           Pass-Through Rate          Group(s)

R-1-P                                                     $100.00                  (8)                 1 and 2
R-1-R.......................................                (4)                    (4)                   N/A
---------------
</TABLE>

(1)      The principal balance of each REMIC 1 Interest having an "I"
         designation is the principal balance of all the Initial Mortgage Loans
         in the Corresponding Loan Group.

(2)      The principal balance of each REMIC 1 Interest having an "S"
         designation is the principal balance of all the Subsequent Mortgage
         Loans in the Corresponding Loan Group.

(3)      This REMIC 1 Interest pays no principal.

(4)      The R-1-R Interest is the sole class of residual interest in REMIC 1.
         It has no principal balance and pays no principal or interest.

(5)      The interest rate for this REMIC 1 Interest with respect to any
         Distribution Date (and the related Accrual Period) through the
         Distribution Date in May 2006 is a per annum rate equal to the weighted
         average of the Adjusted Net Mortgage Rates of the Initial Mortgage
         Loans in the Corresponding Loan Group. For any Distribution Date (and
         the related Accrual Period) following the Distribution Date in May
         2006, the interest rate for this REMIC 1 Interest is a per annum rate
         equal to the weighted average of the Adjusted Net Mortgage Rates of all
         the Mortgage Loans in the Corresponding Loan Group.

(6)      The interest rate for this REMIC 1 Interest with respect to any
         Distribution Date (and the related Accrual Period) through the
         Distribution Date in May 2006 is a per annum rate equal to 0.00%. For
         any Distribution Date (and the related Accrual Period) following the
         Distribution Date in May 2006, the interest rate for this REMIC 1
         Interest is a per annum rate equal to the weighted average of the
         Adjusted Net Mortgage Rates of all the Mortgage Loans in the
         Corresponding Loan Group.

(7)      For any Distribution Date (and the related Accrual Period) through the
         Distribution Date in May 2006, this REMIC 1 Interest is entitled to all
         the interest payable with respect to the Subsequent Mortgage Loans in
         the Corresponding Loan Group (or Groups). For any Distribution Date
         (and the related Accrual Period) following the Distribution Date in May
         2006, the interest rate for this REMIC 1 Interest is a per annum rate
         equal to 0.00%.

(8)      The R-1-P Interest is entitled to all Prepayment Charges collected with
         respect to the Mortgage Loans. It pays no interest.

         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding Loan Groups shall be distributed with
respect to the REMIC 1 Interests in the following manner:

         (1) Interest. Interest is to be distributed with respect to each REMIC
1 Interest at the rate, or according to the formulas, described above.


                                       2
<PAGE>



         (2) Principal. For any Distribution Date (and the related Accrual
Period) through the Distribution Date in May 2006, the Principal Distribution
Amount with respect to the Initial Mortgage Loans in a Loan Group shall be
allocated to its corresponding "I" REMIC 1 Interests, and the Principal
Distribution Amount with respect to the Subsequent Mortgage Loans in a Loan
Group shall be allocated to its corresponding "S" REMIC 1 Interests. For any
Distribution Date (and the related Accrual Period) after the Distribution Date
in May 2006, the Principal Distribution Amount with respect to all Mortgage
Loans in a Loan Group shall be allocated in proportion to its corresponding
REMIC 1 Interests.


   REMIC 2:

      The REMIC 2 Interests will have the principal balances, pass-through rates
and Corresponding Loan Groups as set forth below.

<TABLE>
<CAPTION>
                                                                                                  Corresponding Loan
REMIC 2 Interests                                     Initial Balance       Pass-Through Rate           Group
<S>                                                         <C>                    <C>                    <C>
R-2-A-1 (0.9% of SCB Group 1)...............                (1)                    (2)                    1
R-2-B-1 (0.1% of SCB Group 1)...............                (1)                    (2)                    1
R-2-C-1 (Excess of Group 1).................                (1)                    (2)                    1
R-2-A-2 (0.9% of SCB Group 2)...............                (1)                    (3)                    2
R-2-B-2 (0.1% of SCB Group 2)...............                (1)                    (3)                    2
R-2-C-2 (Excess of Group 2).................                (1)                    (3)                    2
R-2-P.......................................               $100                    (4)                 1 and 2
R-2-R.......................................                (5)                    (5)                   N/A
R-2-X.......................................                (6)                    (7)                   N/A
---------------
</TABLE>

(1)      Each REMIC 2 Interest having an "R-2-A-" designation (each, an "R-2-A
         Interest") will have a principal balance initially equal to 0.9% of the
         Subordinate Component Balance ("SCB") of its Corresponding Loan Group.
         Each REMIC 2 Interest having an "R-2-B-" designation (each, an "R-2-B
         Interest") will have a principal balance initially equal to 0.1% of the
         SCB of its Corresponding Loan Group. The initial principal balance of
         each REMIC 2 Interest having an "R-2-C-" designation (each, an "R-2-C
         Interest") will equal the excess of the initial principal balance of
         its Corresponding Loan Group over the initial aggregate principal
         balances of the R-2-A and R-2-B Interests corresponding to such Loan
         Group.

(2)      A rate equal to the weighted average of the pass-through rates of the
         R-1-1-I and R-1-1-S Interests (the "Loan Group 1 Tax Net Rate Cap").

(3)      A rate equal to the weighted average of the pass-through rates of the
         R-1-2-I and R-1-2-S Interests (the "Loan Group 2 Tax Net Rate Cap").

(4)      The R-2-P Interest is entitled to all amounts payable with respect to
         the R-1-P Interest. It pays no interest.



                                       3
<PAGE>

(5)      The R-2-R Interest is the sole class of residual interest in REMIC 2.
         It has no principal balance and pays no principal or interest.

(6)      This REMIC 2 Interest pays no principal.

(7)      This REMIC 2 Interest is entitled to all amounts payable with respect
         to the R-1-X Interest.

                  On each Distribution Date, the Interest Funds and the
Principal Distribution Amounts payable with respect to the REMIC 1 Interests
shall be payable with respect to the REMIC 2 Interests in the following manner:

         (1) Interest. Interest is to be distributed with respect to each REMIC
2 Interest at the rate, or according to the formulas, described above.

         (2) Principal if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any REMIC 2 Interest, then the Principal
Distribution Amounts payable with respect to each Loan Group will be payable:
first to cause the Loan Group's corresponding R-2-A and R-2-B Interests to
equal, respectively, 0.9% of the SCB and 0.1% of the SCB, and then to the
corresponding R-2-C Interest.

         (3) Principal if a Cross-Over Situation Exists. If a Cross-Over
Situation exists with respect to the R-2-A and R-2-B Interests then:

         (a) if the Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is less than the Subordinate Tax Net Rate Cap, Principal
Relocation Payments will be made proportionately to the outstanding R-2-A
Interests prior to any other principal distributions from each such Loan Group;
and

         (b) if the Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is greater than the Subordinate Tax Net Rate Cap, Principal
Relocation Payments will be made proportionately to the outstanding R-2-B
Interests prior to any other principal distributions from each such Loan Group.

         In each case, Principal Relocation Payments will be made so as to cause
the Calculation Rate in respect of the outstanding R-2-A and R-2-B Interests to
equal the Subordinate Tax Net Rate Cap. With respect to each Loan Group, if (and
to the extent that) the sum of (a) the principal payments comprising the
Principal Distribution Amount payable for the related Distribution Date and (b)
the Realized Losses, are insufficient to make the necessary reductions of
principal on the R-2-A and R-2-B Interests, then interest will be added to the
Loan Group's R-2-C Interest.

         (c) Unless required to achieve the Calculation Rate, the outstanding
aggregate R-2-A and R-2-B Interests for both Loan Groups will not be reduced
below 1 percent of the excess of (i) the aggregate outstanding principal
balances of both Loan Groups as of the end of any Due Period (reduced by
Principal Prepayments received after the Due Period that are to be distributed
on the Distribution Date related to the Due Period) over (ii) the Senior
Certificates related to both Loan





                                       4
<PAGE>

Groups as of the related Distribution Date (after taking into account
distributions of principal on such Distribution Date).

         If (and to the extent that) the limitation in paragraph (c) prevents
the distribution of principal to the R-2-A and R-2-B Interests of a Loan Group,
and if the Loan Group's corresponding R-2-C Interest has already been reduced to
zero, then the excess principal from that Loan Group will be paid to the R-2-C
Interest of the other Loan Group, the aggregate R-2-A and R-2-B Interests of
which are less than one percent of the Subordinate Component Balance. If the
Loan Group of the corresponding R-2-C Interest that receives such payment has a
Group Tax Net Rate Cap below the Group Tax Net Rate Cap of the Loan Group making
the payment, then the payment will be treated by REMIC 2 as a Realized Loss.
Conversely, if the Loan Group of the R-2-C Interest that receives such payment
has a Group Tax Net Rate Cap above the Group Tax Net Rate Cap of the Loan Group
making the payment, then the payment will be treated by REMIC 2 as a
reimbursement for prior Realized Losses.

         REMIC 3:

The REMIC 3 Regular Interests will have the principal balances, pass-through
rates and Corresponding Classes of Certificates as set forth in the following
table:
<TABLE>
<CAPTION>

------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                    Pass-Through            Corresponding Class of
      REMIC 3 Interests          Initial Principal Balance               Rate                    Certificates
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                          <C>                          <C>                         <C>
R-3-1-A-1.....................              (1)                          (2)                         1-A-1
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-1-A-1M....................              (1)                          (2)                          1-A-1M
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-2-A-1.....................              (1)                          (2)                         2-A-1
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-2-A-2.....................              (1)                          (2)                         2-A-2
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-2-A-3.....................              (1)                          (2)                         2-A-3
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-1.......................              (1)                          (2)                          M-1
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-2.......................              (1)                          (2)                          M-2
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-3.......................              (1)                          (2)                          M-3
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-4.......................              (1)                          (2)                          M-4
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-5.......................              (1)                          (2)                          M-5
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-6.......................              (1)                          (2)                          M-6
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-7.......................              (1)                          (2)                          M-7
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-8.......................              (1)                          (2)                          M-8
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-B.........................              (1)                          (2)                           B
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-$100......................                   $100                    (3)                          A-R
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-C.........................              (4)                          (2)                          N/A
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-P.........................                   $100                    (5)                           P
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-R.........................              (6)                          (6)                          N/A
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-X.........................              (7)                          (8)                          N/A
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

(1) This REMIC 3 Interest has a principal balance that is initially equal to
100% of its Corresponding Certificate Class issued by the Master REMIC.
Principal payments, both scheduled and prepaid, Realized Losses and Subsequent
Recoveries attributable to the REMIC 2




                                       5
<PAGE>

Interests held by REMIC 3 will be allocated to this class to maintain its size
relative to its Corresponding Certificate Class.

(2) The pass-through rate with respect to any Distribution Date (and the related
Accrual Period) for this REMIC 3 Interest is the weighted average of the Loan
Group 1 Tax Net Rate Cap and the Loan Group 2 Tax Net Rate Cap (the "Pool Tax
Net Rate Cap").

(3) This REMIC 3 Interest pays no interest.

(4) This REMIC 3 Interest has a principal balance that is initially equal to
100% of the Overcollateralization Amount. Principal payments, both scheduled and
prepaid, Realized Losses and Subsequent Recoveries attributable to the REMIC 2
Interests held by REMIC 3 will be allocated to this class to maintain its size
relative to the Overcollateralization Amount.

(5) The R-3-P Interest is entitled to all amounts payable with respect to the
R-2-P Interest. It pays no interest.

(6) The R-3-R Interest is the sole class of residual interest in REMIC 3. It has
no principal balance and pays no principal or interest.

(7) This REMIC 3 Interest pays no principal.

(8) This REMIC 3 Interest is entitled to all amounts payable with respect to the
R-2-X Interest.

         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the REMIC 2 Interests shall be
payable with respect to the REMIC 3 Interests in the following manner:

         (1) Interest. Interest is to be distributed with respect to each REMIC
3 Interest at the rate, or according to the formulas, described above.

         (2) Principal. Principal Distribution Amounts shall be allocated among
the REMIC 3 Interests as described above.




                                       6
<PAGE>




      The following table specifies the class designation, interest rate, and
principal amount for each class of Master REMIC Interest:
<TABLE>
<CAPTION>

Class                                                Original Certificate Principal       Pass-Through Rate
                                                                 Balance
<S>                                                             <C>                                <C>
Class 1-A-1.....................................              $ 131,072,000                       (1)
Class 1-A-1M....................................              $  14,564,000                       (1)
Class 2-A-1.....................................              $ 186,589,000                       (1)
Class 2-A-2.....................................              $ 137,330,000                       (1)
Class 2-A-3.....................................              $  44,920,000                       (1)
Class M-1.......................................              $  24,375,000                       (1)
Class M-2.......................................              $  22,425,000                       (1)
Class M-3.......................................              $  13,000,000                       (1)
Class M-4.......................................              $  11,375,000                       (1)
Class M-5.......................................              $  11,050,000                       (1)
Class M-6.......................................              $  10,075,000                       (1)
Class M-7.......................................              $   9,100,000                       (1)
Class M-8.......................................              $   8,775,000                       (1)
Class B.........................................              $   6,500,000                       (1)
Class C.........................................                       (2)                        (3)
Class P.........................................                   $100(4)                        (5)
Class A-R.......................................                      $100                        (6)
</TABLE>

(1)      The Certificates will accrue interest at the related Pass-Through Rates
         identified in this Agreement. For federal income tax purposes,
         including the computation of the Class C Distributable Amount, the
         pass-through rate in respect of (i) the Class 1-A Certificates will be
         subject to a cap equal to the Loan Group 1 Tax Net Rate Cap, (ii) the
         Class 2-A Certificates will be subject to a cap equal to the Loan Group
         2 Tax Net Rate Cap, and (iii) the Subordinate Certificates will be
         subject to a cap equal to the Subordinate Tax Net Rate Cap.
(2)      For federal income tax purposes, the Class C Certificates will be
         treated as having a Certificate Principal Balance equal to the
         Overcollateralized Amount.
(3)      For each Interest Accrual Period the Class C Certificates are entitled
         to an amount (the "Class C Distributable Amount") equal to the sum of
         (a) the interest payable on the R-3-X Interest, (b) the interest
         payable on the R-3-C Interest and (c) a specified portion of the
         interest payable on the REMIC 3 Regular Interests (other than the
         R-3-$100, R-3-C, R-3-P and R-3-X Interests) equal to the excess of the
         Pool Tax Net Rate Cap over the weighted average interest rate of the
         REMIC 3 Regular Interests (other than the R-3-$100, R-3-C, R-3-P and
         R-3-X Interests) with each such Class subject to a cap and a floor
         equal to the Pass-Through Rate of the Corresponding Master REMIC Class.
         The Pass-Through Rate of the Class C Certificates shall be a rate
         sufficient to entitle it to an amount equal to all interest accrued on
         the REMIC 1 Group 1 and Group 2 "I" and "S" Interests and the R-1-X
         Interest less the interest accrued on the other interests issued by the
         Master REMIC. The Class C Distributable Amount for any Distribution
         Date is payable from current interest on the Mortgage Loans and any
         related Overcollateralization Reduction Amount for that Distribution
         Date.
(4)      The Class P Certificates will also have a notional amount equal to the
         aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans
         plus the original Pre-Funded Amount.
(5)      For each Distribution Date the Class P Certificates are entitled to all
         Prepayment Charges distributed with respect to the R-3-P Interest.
(6)      The Class A-R Certificates represent the sole class of residual
         interest in each REMIC created hereunder. The Class A-R Certificates
         are not entitled to distributions of interest.



                                       7
<PAGE>

      The foregoing REMIC structure is intended to cause all of the cash from
the Mortgage Loans to flow through to the Master REMIC as cash flow on REMIC
regular interests, without creating any shortfall--actual or potential (other
than for credit losses)-- to any REMIC regular interest. It is not intended that
the Class A-R Certificates be entitled to any cash flows pursuant to this
Agreement except as provided in Section 3.08(a) hereunder.




                                       8
<PAGE>




                                   ARTICLE I.
                                  DEFINITIONS

      Section 1.01 Defined Terms.

      Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

      Account: Any Escrow Account, the Carryover Reserve Fund, the Certificate
Account, the Credit Comeback Excess Account, the Distribution Account, the
Pre-Funding Account, the Principal Reserve Fund, the Swap Account or any other
account related to the Trust Fund or the Mortgage Loans.

      Accrual Period: With respect to any Distribution Date and each Class of
Interest-Bearing Certificates, the period commencing on the immediately
preceding Distribution Date (or, in the case of the first Distribution Date, the
Closing Date) and ending on the day immediately preceding such Distribution
Date. With respect to any Distribution Date and the Class C Certificates, the
calendar month preceding the month in which such Distribution Date occurs. All
calculations of interest on the Interest-Bearing Certificates will be made on
the basis of the actual number of days elapsed in the related Accrual Period and
on a 360-day year. All calculations of interest on the Class C Certificates will
be made on the basis of a 360-day year consisting of twelve 30-day months.

      Adjustable Rate Mortgage Loans: The Mortgage Loans identified in the
Mortgage Loan Schedule as having a Mortgage Rate which is adjustable in
accordance with the terms of the related Mortgage Note.

      Adjusted Net Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate
less the related Expense Fee Rate.

      Adjusted Replacement Upfront Amount:  As defined in Section 3.21.

      Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date on
which the related Mortgage Rate is subject to adjustment, as provided in the
related Mortgage Note.

      Advance: The aggregate of the advances required to be made by the Master
Servicer with respect to any Distribution Date pursuant to Section 4.01, the
amount of any such advances being equal to the aggregate of payments of
principal of, and interest on the Stated Principal Balance of, the Mortgage
Loans (net of the Servicing Fees) that were due on the related Due Date and not
received by the Master Servicer as of the close of business on the related
Determination Date including an amount equivalent to interest on the Stated
Principal Balance of each Mortgage Loan as to which the related Mortgaged
Property is an REO Property or as to which the related Mortgaged Property has
been liquidated but such Mortgage Loan has not yet become a Liquidated Mortgage
Loan; provided, however, that the net monthly rental income (if any) from such
REO Property deposited in the Certificate Account for such Distribution Date
pursuant to Section 3.12 may be used to offset such Advance for the related REO
Property;




                                       9
<PAGE>

provided, further, that for the avoidance of doubt, no Advances shall be
required to be made in respect of any Liquidated Mortgage Loan.

      Agreement: This Pooling and Servicing Agreement and any and all amendments
or supplements hereto made in accordance with the terms herein.

      Amount Held for Future Distribution: As to any Distribution Date, the
aggregate amount held in the Certificate Account at the close of business on the
immediately preceding Determination Date on account of (i) all Scheduled
Payments or portions thereof received in respect of the Mortgage Loans due after
the related Due Date, (ii) Principal Prepayments received in respect of such
Mortgage Loans after the last day of the related Prepayment Period and (iii)
Liquidation Proceeds and Subsequent Recoveries received in respect of such
Mortgage Loans after the last day of the related Due Period.

      Applied Realized Loss Amount: With respect to any Distribution Date and
any Loan Group or Loan Groups, the amount, if any, by which, the aggregate
Certificate Principal Balance of the Class(es) of Certificates listed opposite
such Loan Group(s) in the following table (after all distributions of principal
on such Distribution Date) exceeds the sum of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in such Loan Group(s) for such Distribution Date
and (y) the amount on deposit in the Pre-Funding Account in respect of such Loan
Group(s); provided, however, that an Applied Realized Loss Amount will not exist
for a Class of Class A Certificates unless the Certificate Principal Balances of
the Subordinate Certificates have been reduced to zero.

               Loan Group(s)                   Class(es) of Certificates

                 1 and 2                           Interest-Bearing
                    1                                    1-A
                    2                                    2-A

      Appraised Value: The appraised value of the Mortgaged Property based upon
the appraisal made for the originator of the related Mortgage Loan by an
independent fee appraiser at the time of the origination of the related Mortgage
Loan, or the sales price of the Mortgaged Property at the time of such
origination, whichever is less, or with respect to any Mortgage Loan originated
in connection with a refinancing, the appraised value of the Mortgaged Property
based upon the appraisal made at the time of such refinancing.

      Bankruptcy Code:  Title 11 of the United States Code.

      Book-Entry Certificates: Any of the Certificates that shall be registered
in the name of the Depository or its nominee, the ownership of which is
reflected on the books of the Depository or on the books of a person maintaining
an account with the Depository (directly, as a "Depository Participant", or
indirectly, as an indirect participant in accordance with the rules of the
Depository and as described in Section 5.06). As of the Closing Date, each Class
of Interest-Bearing Certificates constitutes a Class of Book-Entry Certificates.



                                       10
<PAGE>

      Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York or California or the city
in which the Corporate Trust Office of the Trustee is located are authorized or
obligated by law or executive order to be closed.

      Calculation Rate: For each Distribution Date, the product of (i) 10 and
(ii) the weighted average rate of the outstanding R-2-A and R-2-B Interests,
treating each R-2-A Interest as having an interest rate of 0.00% per annum.

      Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.07 in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-4". Funds in the Carryover Reserve Fund shall be held
in trust for the Certificateholders for the uses and purposes set forth in this
Agreement.

      Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-14, Exhibit B, Exhibit C, Exhibit D and Exhibit E.

      Certificate Account: The separate Eligible Account created and initially
maintained by the Master Servicer pursuant to Section 3.05(b) with a depository
institution in the name of the Master Servicer for the benefit of the Trustee on
behalf of the Certificateholders and designated "Countrywide Home Loans
Servicing LP in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-4". Funds in the Certificate Account shall be held in
trust for the Certificateholders for the uses and purposes set forth in this
Agreement.

      Certificate Owner: With respect to a Book-Entry Certificate, the person
that is the beneficial owner of such Book-Entry Certificate.

      Certificate Principal Balance: As to any Certificate (other than the Class
C Certificates) and as of any Distribution Date, the Initial Certificate
Principal Balance of such Certificate (A) less the sum of (i) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
4.04(b) and (ii) any Applied Realized Loss Amounts allocated to such Certificate
on previous Distribution Dates pursuant to Section 4.04(g), and (B) increased by
any Subsequent Recoveries allocated to such Certificate pursuant to Section
4.04(h) on such Distribution Date. References herein to the Certificate
Principal Balance of a Class of Certificates shall mean the Certificate
Principal Balances of all Certificates in such Class. The Class C Certificates
do not have a Certificate Principal Balance. With respect to any Certificate
(other than the Class C Certificates) of a Class and any Distribution Date, the
portion of the Certificate Principal Balance of such Class represented by such
Certificate equal to the product of the Percentage Interest evidenced by such
Certificate and the Certificate Principal Balance of such Class.

      Certificate Register: The register maintained pursuant to Section 5.02
hereof.

      Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of




                                       11
<PAGE>

any Class of Book-Entry Certificates), except that solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or any affiliate of the Depositor shall be deemed not to
be Outstanding and the Voting Interest evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting Interests
necessary to effect such consent has been obtained; provided that if any such
Person (including the Depositor) owns 100% of the Voting Interests evidenced by
a Class of Certificates, such Certificates shall be deemed to be Outstanding for
purposes of any provision hereof (other than the second sentence of Section
10.01 hereof) that requires the consent of the Holders of Certificates of a
particular Class as a condition to the taking of any action hereunder. The
Trustee is entitled to rely conclusively on a certification of the Depositor or
any affiliate of the Depositor in determining which Certificates are registered
in the name of an affiliate of the Depositor.

      Certification Party:  As defined in Section 11.05.

      Certifying Person:  As defined in Section 11.05.

      CHL: Countrywide Home Loans, Inc., a New York corporation, and its
successors and assigns.

      CHL Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule for which CHL is the applicable Seller.

      Class: All Certificates bearing the same Class designation as set forth in
Section 5.01 hereof.

      Class 1-A-1 Certificate: Any Certificate designated as a "Class 1-A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

      Class 1-A-1M Certificate: Any Certificate designated as a "Class 1-A-1M
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to distributions as set forth herein.

      Class 1-A Certificate:  Any Class 1-A-1 or Class 1-A-1M Certificate.

      Class 1-A Net Rate Cap: For any Distribution Date, the weighted average
Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 1 as of the first
day of the related Due Period (after giving effect to Principal Prepayments
received during the Prepayment Period that ends during such Due Period),
adjusted to an effective rate reflecting the calculation of interest on the
basis of the actual number of days elapsed during the related Accrual Period and
a 360-day year, minus a fraction, expressed as a percentage, the numerator of
which is (a) the product of (x) the sum of (1) the Net Swap Payment payable to
the Swap Counterparty with respect to such Distribution Date times a fraction,
the numerator of which is equal to 360 and the denominator of which is equal to
the actual number of days in the related Accrual Period and (2) any Swap
Termination Payment payable to the Swap Counterparty for such Distribution Date
(other than a Swap Termination Payment due to a Swap Counterparty Trigger
Event) and (y) a fraction, the numerator of which is the Interest Funds for
Loan Group 1 for such Distribution


                                       12
<PAGE>

Date, and the denominator of which is the Interest
Funds for Loan Group 1 and Loan Group 2 for such Distribution Date, and the
denominator of which is (b) the sum of the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 1 as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the Prepayment
Period that ends during such Due Period) plus any amounts on deposit in the
Pre-Funding Account in respect of Loan Group 1 as of the first day of that Due
Period.

      Class 1-A Principal Distribution Amount: With respect to any Distribution
Date, the product of (x) the Class A Principal Distribution Target Amount and
(y) a fraction, the numerator of which is the Principal Remittance Amount for
Loan Group 1 and the denominator of which is the sum of the Principal Remittance
Amounts for both Loan Groups.

      Class 2-A-1 Certificate: Any Certificate designated as a "Class 2-A-1
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to distributions as set forth herein.

      Class 2-A-2 Certificate: Any Certificate designated as a "Class 2-A-2
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to distributions as set forth herein.

      Class 2-A-3 Certificate: Any Certificate designated as a "Class 2-A-3
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth herein.

      Class 2-A Certificate: Any Class 2-A-1, Class 2-A-2, or Class 2-A-3
Certificate.

      Class 2-A Net Rate Cap: For any Distribution Date, the weighted average
Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2 as of the first
day of the related Due Period (after giving effect to Principal Prepayments
received during the Prepayment Period that ends during such Due Period),
adjusted to an effective rate reflecting the calculation of interest on the
basis of the actual number of days elapsed during the related Accrual Period and
a 360-day year, minus a fraction, expressed as a percentage, the numerator of
which is (a) the product of (x) the sum of (1) the Net Swap Payment payable to
the Swap Counterparty with respect to such Distribution Date times a fraction,
the numerator of which is equal to 360 and the denominator of which is equal to
the actual number of days in the related Accrual Period and (2) any Swap
Termination Payment payable to the Swap Counterparty for such Distribution Date
(other than a Swap Termination Payment due to a Swap Counterparty Trigger Event)
and (y) a fraction, the numerator of which is the Interest Funds for Loan Group
2 for such Distribution Date, and the denominator of which is the Interest Funds
for Loan Group 1 and Loan Group 2 for such Distribution Date, and the
denominator of which is (b) the sum of the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 2 as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the Prepayment
Period that ends during such Due Period) plus any amounts on deposit in the
Pre-Funding Account in respect of Loan Group 2 as of the first day of that Due
Period.

      Class 2-A Principal Distribution Amount: With respect to any Distribution
Date, the product of (x) the Class A Principal Distribution Target Amount and
(y) a fraction, the



                                       13
<PAGE>

numerator of which is the Principal Remittance Amonut for Loan Group 2 and the
denominator of which is the sum of the Principal Remittance Amounts for both
Loan Groups.

      Class A-R Certificate: Any Certificate designated as a "Class A-R
Certificate" on the face thereof, in the form of Exhibit D hereto or, in the
case of the Tax Matters Person Certificate, Exhibit E hereto, in either case
representing the right to distributions as set forth herein.

      Class A Certificate:  Any Class 1-A or Class 2-A Certificate.

      Class A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal Balance
of the Class A Certificates immediately prior to such Distribution Date, over
(2) the lesser of (x) 58.30% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (y) the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date minus the OC Floor.

      Class B Certificate: Any Certificate designated as a "Class B Certificate"
on the face thereof, in the form of Exhibit A-14 hereto, representing the right
to distributions as set forth herein.

      Class C Certificate: Any Certificate designated as a "Class C Certificate"
on the face thereof, in the form of Exhibit C hereto, representing the right to
distributions as set forth herein.

      Class C Distributable Amount: As defined in the Preliminary Statement.

      Class M-1 Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to distributions as set forth herein.

      Class M-2 Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A-7 hereto,
representing the right to distributions as set forth herein.

      Class M-3 Certificate: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.

      Class M-4 Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

      Class M-5 Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the form of Exhibit A-10 hereto,
representing the right to distributions as set forth herein.

                                       14
<PAGE>

      Class M-6 Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the form of Exhibit A-11 hereto,
representing the right to distributions as set forth herein.

      Class M-7 Certificate: Any Certificate designated as a "Class M-7
Certificate" on the face thereof, in the form of Exhibit A-12 hereto,
representing the right to distributions as set forth herein.

      Class M-8 Certificate: Any Certificate designated as a "Class M-8
Certificate" on the face thereof, in the form of Exhibit A-13 hereto,
representing the right to distributions as set forth herein.

      Class P Certificate: Any Certificate designated as a "Class P Certificate"
on the face thereof, in the form of Exhibit B hereto, representing the right to
distributions as set forth herein.

      Class P Principal Distribution Date: The first Distribution Date that
occurs after the end of the latest Prepayment Charge Period for all Mortgage
Loans that have a Prepayment Charge Period.

      Closing Date:  March 17, 2006.

      Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

      Collateral Schedule:  Schedule II hereto.

      Commission:  The U.S. Securities and Exchange Commission.

      Compensating Interest: With respect to each Loan Group and any
Distribution Date, an amount equal to, in that Loan Group, the lesser of (x)
one-half of the Servicing Fee for the related Due Period and (y) the aggregate
Prepayment Interest Shortfalls for the Mortgage Loans in that Loan Group for
such Distribution Date.

      Confirmation: The confirmation, reference number Global IDs: 2423603,
2423623, with a trade date of March 2, 2006 evidencing a transaction between the
Swap Counterparty and CHL relating to the Swap Contract.

      Corporate Trust Office: The designated office of the Trustee in the State
of New York where at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 101 Barclay Street, New York, New York
10286 (Attention: Corporate Trust MBS Administration), telephone: (212)
815-3236, facsimile: (212) 815-3986.

      Credit Bureau Risk Score: A statistical credit score obtained by CHL in
connection with the origination of a Mortgage Loan.

                                       15
<PAGE>

      Credit Comeback Excess Account: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.08 in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-4". Funds in the Credit Comeback Excess Account shall
be held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

      Credit Comeback Excess Amount: With respect to the Credit Comeback Loans
in any Loan Group and any Master Servicer Advance Date, the portion of the sum
of the following (without duplication) attributable to the excess, if any, of
the actual mortgage rate on each Credit Comeback Loan in such Loan Group and the
Mortgage Rate on such Credit Comeback Loan: (i) all scheduled interest collected
during the related Due Period with respect to the Credit Comeback Loans in such
Loan Group, (ii) all interest on prepayments received during the related
Prepayment Period with respect to the Credit Comeback Loans in such Loan Group,
other than Prepayment Interest Excess, (iii) all Advances relating to interest
with respect to the Credit Comeback Loans in such Loan Group, (iv) all
Compensating Interest with respect to the Credit Comeback Loans in such Loan
Group and (v) Liquidation Proceeds with respect to the Credit Comeback Loans in
such Loan Group collected during the related Due Period (to the extent such
Liquidation Proceeds relate to interest), less all Nonrecoverable Advances for
such Loan Group relating to interest reimbursed during the related Due Period.

      Credit Comeback Excess Cashflow: With respect to any Distribution Date,
any amounts in the Credit Comeback Excess Account available for such
Distribution Date.

      Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which the related
Mortgage Rate is subject to reduction (not exceeding 0.375% per annum) for good
payment history of Scheduled Payments by the related Mortgagor.

      Cross-Over Situation: For any Distribution Date and each Loan Group (after
taking into account principal distributions on such Distribution Date), a
situation in which the R-2-A and R-2-B Interests corresponding to any Loan Group
are in the aggregate less than 1% of the Subordinate Component Balance of the
Loan Group to which they correspond.

      Cumulative Loss Trigger Event: With respect to a Distribution Date on or
after the Stepdown Date, a Cumulative Loss Trigger Event will be in effect if
(x) the aggregate amount of Realized Losses on the Mortgage Loans from the
Cut-off Date for each such Mortgage Loan to (and including) the last day of the
related Due Period (reduced by the aggregate amount of any Subsequent Recoveries
received through the last day of that Due Period) exceeds (y) the applicable
percentage, for such Distribution Date, of the sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans and the Pre-Funded Amount, as
set forth below:

                                       16
<PAGE>
<TABLE>
<CAPTION>

                     Distribution Date                                  Percentage
<S>                      <C>                                             <C>
                     March 2008 -- February 2009.......................  1.40% with respect to March 2008, plus
                                                                        an additional 1/12th of 1.70% for each
                                                                        month thereafter through February 2009
                     March 2009 -- February 2010.......................  3.10% with respect to March 2009, plus
                                                                        an additional 1/12th of 1.75% for each
                                                                        month thereafter through February 2010
                     March 2010 -- February 2011.......................  4.85% with respect to March 2010, plus
                                                                        an additional 1/12th of 1.40% for each
                                                                        month thereafter through February 2011
                     March 2011 -- February 2012.......................  6.25% with respect to March 2011, plus
                                                                        an additional 1/12th of 0.25% for each
                                                                        month thereafter through February 2012
                     March 2012 and thereafter........................  6.50%
</TABLE>

      Current Interest: With respect to each Class of Interest-Bearing
Certificates and each Distribution Date, the interest accrued at the applicable
Pass-Through Rate for the applicable Accrual Period on the Certificate Principal
Balance of such Class immediately prior to such Distribution Date.

      Cut-off Date: When used with respect to any Mortgage Loan the "Cut-off
Date" shall mean the Initial Cut-off Date or the related Subsequent Cut-off
Date, as the case may be.

      Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date after
application of all payments of principal due on or prior to the Cut-off Date,
whether or not received, and all Principal Prepayments received on or prior to
the Cut-off Date, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date.

      Debt Service Reduction: With respect to any Mortgage Loan, a reduction by
a court of competent jurisdiction in a proceeding under the Bankruptcy Code in
the Scheduled Payment for such Mortgage Loan that became final and
non-appealable, except such a reduction resulting from a Deficient Valuation or
any other reduction that results in a permanent forgiveness of principal.

      Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under such Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal, which valuation or reduction
results from an order of such court that is final and non-appealable in a
proceeding under the Bankruptcy Code.



                                       17
<PAGE>

      Definitive Certificates:  As defined in Section 5.06.

      Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans identified
on the schedule of Mortgage Loans hereto set forth on Exhibit F-2 hereof for
which all or a portion of a related Mortgage File is not delivered to the
Trustee on or prior to the Closing Date, and (ii) the Subsequent Mortgage Loans
identified on the schedule of Subsequent Mortgage Loans set forth in Annex A to
each related Subsequent Transfer Agreement for which all or a portion of the
related Mortgage File is not delivered to the Trustee on or prior to the related
Subsequent Transfer Date. The Depositor shall deliver (or cause delivery of) the
Mortgage Files to the Trustee: (A) with respect to at least 50% of the Initial
Mortgage Loans in each Loan Group, not later than the Closing Date and with
respect to at least 10% of the Subsequent Mortgage Loans in each Loan Group
conveyed on a Subsequent Transfer Date, not later than such Subsequent Transfer
Date, (B) with respect to at least an additional 40% of the Initial Mortgage
Loans in each Loan Group, not later than 20 days after the Closing Date, and not
later than 20 days after the relevant Subsequent Transfer Date with respect to
the remaining Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date, and (C) with respect to the remaining Initial Mortgage Loans, not later
than thirty days after the Closing Date. To the extent that Countrywide Home
Loans, Inc. shall be in possession of any Mortgage Files with respect to any
Delay Delivery Mortgage Loan, until delivery of such Mortgage File to the
Trustee as provided in Section 2.01, Countrywide Home Loans, Inc. shall hold
such files as agent and in trust for the Trustee.

      Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

      Delinquency Trigger Event: With respect to any Distribution Date on or
after the Stepdown Date, a Delinquency Trigger Event will be in effect if the
Rolling Sixty-Day Delinquency Rate for Outstanding Mortgage Loans equals or
exceeds the product of (x) the Senior Enhancement Percentage for such
Distribution Date and (y) the applicable percentage listed below for the most
senior Class of Interest-Bearing Certificates:

                            Class                       Percentage

               Class A.........................           38.00%
               Class M-1.......................           46.25%
               Class M-2.......................           58.00%
               Class M-3.......................           68.00%
               Class M-4.......................           80.00%
               Class M-5.......................           96.50%
               Class M-6.......................           119.00%
               Class M-7.......................           150.75%
               Class M-8.......................           203.00%
               Class B.........................           273.00%


      Delinquent: A Mortgage Loan is "delinquent" if any payment due thereon is
not made pursuant to the terms of such Mortgage Loan by the close of business on
the day such



                                       18
<PAGE>

payment is scheduled to be due. A Mortgage Loan is "30 days delinquent" if such
payment has not been received by the close of business on the corresponding day
of the month immediately succeeding the month in which such payment was due, or,
if there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then on
the last day of such immediately succeeding month. Similarly for "60 days
delinquent," "90 days delinquent" and so on.

      Denomination: With respect to each Certificate, the amount set forth on
the face thereof as the "Initial Certificate Balance of this Certificate" or, if
not the foregoing, the Percentage Interest appearing on the face thereof, as
applicable.

      Depositor: CWABS, Inc., a Delaware corporation, or its successor in
interest.

      Depository: The initial Depository shall be The Depository Trust Company,
the nominee of which is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.

      Depository Agreement: With respect to the Book-Entry Certificates, the
agreement among the Depositor and the initial Depository, dated as of the
Closing Date, substantially in the form of Exhibit O.

      Depository Participant: A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

      Determination Date: With respect to any Distribution Date, the 15th day of
the month of such Distribution Date or, if such 15th day is not a Business Day,
the immediately preceding Business Day.

      Distribution Account: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 3.05(c) in the name of the Trustee for the
benefit of the Certificateholders and designated "The Bank of New York, in trust
for registered Holders of CWABS, Inc., Asset-Backed Certificates, Series
2006-4". Funds in the Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

      Distribution Account Deposit Date: As to any Distribution Date, 1:00 p.m.
Pacific time on the Business Day immediately preceding such Distribution Date.

      Distribution Date: The 25th day of each month, or if such day is not a
Business Day, on the first Business Day thereafter, commencing in March 2006.

      Due Date: With respect to any Mortgage Loan and Due Period, the due date
for Scheduled Payments of interest and/or principal on that Mortgage Loan
occurring in such Due Period as provided in the related Mortgage Note.

                                       19
<PAGE>

      Due Period: With respect to any Distribution Date, the period beginning on
the second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the first day of the month in which such
Distribution Date occurs.

      EDGAR: The Commission's Electronic Data Gathering, Analysis, and Retrieval
system.

      Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, if Moody's is not a Rating Agency) are rated by each Rating
Agency in one of its two highest long-term and its highest short-term rating
categories respectively, at the time any amounts are held on deposit therein, or
(ii) an account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders have a claim with respect to the funds in
such account or a perfected first priority security interest against any
collateral (which shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained, or
(iii) a trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to the Rating Agencies without
reduction or withdrawal of their then-current ratings of the Certificates as
evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts
may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.


      Eligible Repurchase Month:  As defined in Section 3.12(d) hereof.

      ERISA:  The Employee Retirement Income Security Act of 1974, as amended.

      ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the applicable requirements of the
Underwriter's Exemption.

      ERISA-Restricted Certificates: The Class A-R Certificates, Class P
Certificates, Class C Certificates and Certificates of any Class that ceases to
satisfy the applicable rating requirement under the Underwriter's Exemption.

      Escrow Account:  As defined in Section 3.06 hereof.

      Event of Default:  As defined in Section 7.01 hereof.

      Excess Cashflow: With respect to any Distribution Date the sum of (i) the
amount remaining after the distribution of interest to Certificateholders for
such Distribution Date pursuant to Section 4.04(a)(iv)(b), (ii) the amount
remaining after the distribution of principal to Certificateholders for such
Distribution Date, pursuant to Section 4.04(b)(1)(B)(ii) or


                                       20
<PAGE>

4.04(b)(2)(B)(ii) and (iii) the Overcollateralization Reduction Amount for
such Distribution Date.

      Excess Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of the Overcollateralized Amount for such Distribution
Date over the Overcollateralization Target Amount for such Distribution Date.

      Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,
if any, by which the sum of any Liquidation Proceeds and Subsequent Recoveries
are in excess of the sum of (i) the unpaid principal balance of such Liquidated
Mortgage Loan as of the date of liquidation of such Liquidated Mortgage Loan
plus (ii) interest at the Mortgage Rate from the Due Date as to which interest
was last paid or advanced to Certificateholders (and not reimbursed to the
Master Servicer) up to the Due Date in the month in which Liquidation Proceeds
are required to be distributed on the Stated Principal Balance of such
Liquidated Mortgage Loan outstanding during each Due Period as to which such
interest was not paid or advanced.

      Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

      Exchange Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust Fund under the
Exchange Act.

      Expense Fee Rate: With respect to any Mortgage Loan, the sum of (i) the
Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) with respect to any
Mortgage Loan covered by a lender paid mortgage insurance policy, the related
mortgage insurance premium rate.

      Extra Principal Distribution Amount: With respect to any Distribution Date
and each of Loan Group 1 and Loan Group 2, the lesser of (1) the
Overcollateralization Deficiency Amount and (2) the Excess Cashflow and Credit
Comeback Excess Cashflow available for payment thereof, to be allocated between
Loan Group 1 and Loan Group 2, pro rata, based on the Principal Remittance
Amount for each such Loan Group for such Distribution Date.

      Fannie Mae: The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.

      FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.

      Five-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate
that is fixed for 60 months after origination thereof before such Mortgage Rate
becomes subject to adjustment.

      Fixed Rate Mortgage Loans: The Mortgage Loans identified in the Mortgage
Loan Schedule as having a Mortgage Rate which is fixed for the life of the
related Mortgage and any Credit Comeback Loans, including in each case any
Mortgage Loans delivered in replacement thereof.

                                       21
<PAGE>

      Form 10-D Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending against such Person, or against
any of the Trust Fund, the Depositor, the Trustee, any co-trustee, the Master
Servicer or any Subservicer, if such Person has actual knowledge thereof.

      Form 10-K Disclosure Item: With respect to any Person, (a) Form 10-D
Disclosure Item, and (b) any affiliations or relationships between such Person
and any Item 1119 Party.

      Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.

      Funding Period: The period from the Closing Date to and including the
earlier to occur of (x) the date the amount in the Pre-Funding Account is less
than $175,000 and (y) April 28, 2006.

      Gross Margin: The percentage set forth in the related Mortgage Note to be
added to the Index for use in determining the Mortgage Rate for each Adjustable
Rate Mortgage Loan on each of its Adjustment Dates.

      Group 1 Mortgage Loans: The group of Mortgage Loans identified in the
related Mortgage Loan Schedule as "Group 1 Mortgage Loans", including in each
case any Mortgage Loans delivered in replacement thereof.

      Group 1 Overcollateralization Reduction Amount: With respect to any
Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Principal Remittance Amount for Loan Group 1 for such Distribution Date, and the
denominator of which is (y) the aggregate Principal Remittance Amount for Loan
Group 1 and Loan Group 2 for such Distribution Date.

      Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount allocable
for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans on the
Closing Date, which shall equal $1,152.36.

      Group 2 Mortgage Loans: The group of Mortgage Loans identified in the
related Mortgage Loan Schedule as "Group 2 Mortgage Loans", including in each
case any Mortgage Loans delivered in replacement thereof.

      Group 2 Overcollateralization Reduction Amount: With respect to any
Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is the
Principal Remittance Amount for Loan Group 2 for such Distribution Date, and the
denominator of which is the aggregate Principal Remittance Amount for Loan Group
1 and Loan Group 2 for such Distribution Date.

      Group 2 Pre-Funded Amount: The portion of the Pre-Funded Amount allocable
for purchase of Subsequent Mortgage Loans as Group 2 Mortgage Loans on the
Closing Date, which shall equal $362.89.

                                       22
<PAGE>

      Group Tax Net Rate Cap. With respect to Loan Group 1, the Loan Group 1 Tax
Net Rate Cap (as defined in the Preliminary Statement) and with respect to Loan
Group 2, the Loan Group 2 Tax Net Rate Cap (as defined in the Preliminary
Statement).

      Index: As to any Adjustable Rate Mortgage Loan on any Adjustment Date
related thereto, the index for the adjustment of the Mortgage Rate set forth as
such in the related Mortgage Note, such index in general being either (i) the
average of the interbank offered rates for six-month U.S. dollar-denominated
deposits in the London market, as set forth in The Wall Street Journal or (ii)
the weekly average yield on United States Treasury securities adjusted to a
constant maturity of one year as published by the Federal Reserve Board in
Statistical Release H.15(591), in either case as most recently announced as of a
date 45 days prior to such Adjustment Date or, if the applicable Index becomes
unavailable for any reason, then the Index shall be a new index selected by the
Master Servicer, based on comparable information.

      Initial Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Adjustment Date following the origination of such Mortgage Loan.

      Initial Certificate Account Deposit: An amount equal to the aggregate of
all amounts in respect of (i) principal of the Initial Mortgage Loans due after
the Initial Cut-off Date and received by the Master Servicer before the Closing
Date and not applied in computing the Cut-off Date Principal Balance thereof and
(ii) interest on the Initial Mortgage Loans due after the Initial Cut-off Date
and received by the Master Servicer before the Closing Date.

      Initial Certificate Principal Balance: With respect to any Certificate
(other than the Class C Certificates) the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.

      Initial Cut-off Date: In the case of any Initial Mortgage Loan, the later
of (x) February 1, 2006 and (y) the date of origination of such Mortgage Loan.

      Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.

      Initial Mortgage Rate: As to each Adjustable Rate Mortgage Loan, the
Mortgage Rate in effect prior to the Initial Adjustment Date.

      Initial Periodic Rate Cap: With respect to each Adjustable Rate Mortgage
Loan, the percentage specified in the related Mortgage Note that limits the
permissible increase or decrease in the Mortgage Rate on its initial Adjustment
Date.

      Insurance Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy, including all riders and endorsements thereto in
effect with respect to such Mortgage Loan, including any replacement policy or
policies for any Insurance Policy.

      Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Master Servicer or the trustee



                                       23
<PAGE>

under the deed of trust and are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses and received either prior to
or in connection with such Mortgage Loan becoming a Liquidated Mortgage Loan.

      Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.

      Interest-Bearing Certificates: The Class A Certificates and the
Subordinate Certificates.

      Interest Carry Forward Amount: With respect to each Class of
Interest-Bearing Certificates and each Distribution Date, the excess of (i) the
Current Interest for such Class with respect to prior Distribution Dates over
(ii) the amount actually distributed to such Class with respect to interest on
such prior Distribution Dates.

      Interest Determination Date: With respect to the first Accrual Period for
the Interest-Bearing Certificates, March 15, 2006. With respect to any Accrual
Period for the Interest-Bearing Certificates thereafter, the second LIBOR
Business Day preceding the commencement of such Accrual Period.

      Interest Funds: With respect to any Distribution Date and Loan Group, the
Interest Remittance Amount for such Loan Group and Distribution Date, less the
portion of the Trustee Fee for such Distribution Date allocable to such Loan
Group, plus the Adjusted Replacement Upfront Amount, if any, allocable to that
Loan Group.

      Interest Remittance Amount: With respect to the Mortgage Loans in each
Loan Group and any Distribution Date, (x) the sum, without duplication, of (i)
all scheduled interest collected during the related Due Period (for the
avoidance of doubt, other than Credit Comeback Excess Amounts) with respect to
the related Mortgage Loans less the related Servicing Fee, (ii) all interest on
prepayments received during the related Prepayment Period with respect to such
Mortgage Loans, other than Prepayment Interest Excess, (iii) all related
Advances relating to interest with respect to such Mortgage Loans, (iv) all
related Compensating Interest with respect to such Mortgage Loans, (v)
Liquidation Proceeds with respect to such Mortgage Loans collected during the
related Due Period (to the extent such Liquidation Proceeds relate to interest)
and (vi) the related Seller Shortfall Interest Requirement, less (y) all
reimbursements to the Master Servicer during the related Due Period for Advances
of interest previously made allocable to such Loan Group.

      Investment Letter:  As defined in Section 5.02(b).

      Item 1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement, the Swap Counterparty and any other material transaction party, as
identified in Exhibit Z hereto, as updated pursuant to Section 11.04.

                                       24
<PAGE>

      Latest Possible Maturity Date: The Distribution Date following the third
anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.

      LIBOR Business Day: Any day on which banks in the City of London, England
and New York City, U.S.A. are open and conducting transactions in foreign
currency and exchange.

      Limited Exchange Act Reporting Obligations: The obligations of the Master
Servicer under Section 3.17(b), Section 6.02 and Section 6.04 with respect to
notice and information to be provided to the Depositor and Article XI (except
Section 11.07(a)(1) and (2)).

      Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale or other realization as provided
by applicable law governing the real property subject to the related Mortgage
and any security agreements and as to which the Master Servicer has certified in
the related Prepayment Period that it has received all amounts it expects to
receive in connection with such liquidation.

      Liquidation Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of Mortgage Loans, whether
through trustee's sale, foreclosure sale or otherwise or amounts received in
connection with any condemnation or partial release of a Mortgaged Property and
any other proceeds received in connection with an REO Property received in
connection with or prior to such Mortgage Loan becoming a Liquidated Mortgage
Loan (other than the amount of such net proceeds representing any profit
realized by the Master Servicer in connection with the disposition of any such
properties), less the sum of related unreimbursed Advances, Servicing Fees and
Servicing Advances.

      Loan Group:  Either of Loan Group 1 or Loan Group 2.

      Loan Group 1:  The Group 1 Mortgage Loans.

      Loan Group 1 Tax Net Rate Cap:  As defined in the Preliminary Statement.

      Loan Group 2:  The Group 2 Mortgage Loans.

      Loan Group 2 Tax Net Rate Cap:  As defined in the Preliminary Statement.

      Loan Number and Borrower Identification Mortgage Loan Schedule: With
respect to any Subsequent Transfer Date, the Loan Number and Borrower
Identification Mortgage Loan Schedule delivered in connection with such
Subsequent Transfer Date pursuant to Section 2.01(f). Each Loan Number and
Borrower Identification Mortgage Loan Schedule shall contain the information
specified in the definition of "Mortgage Loan Schedule" with respect to the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, and each
Loan Number and Borrower Identification Mortgage Loan Schedule shall be deemed
to be included in the Mortgage Loan Schedule.



                                       26
<PAGE>

      Loan-to-Value Ratio: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage
Loan and the denominator of which is the Appraised Value of the related
Mortgaged Property.

      Majority Holder: The Holders of Certificates evidencing at least 51% of
the Voting Rights allocated to such Class of Certificates.

      Margin: With respect to any Accrual Period and Class of Interest-Bearing
Certificates, the per annum rate indicated in the following table:
<TABLE>
<CAPTION>

                  -------------------------------------------- --------------- -----------------
                                     Class                       Margin (1)       Margin (2)
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
<S>                                                                  <C>               <C>
                  Class 1-A-1.............................         0.190%           0.380%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class 1-A-1M............................         0.260%           0.520%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class 2-A-1.............................         0.070%           0.140%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class 2-A-2.............................         0.180%           0.360%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class 2-A-3.............................         0.290%           0.580%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-1...............................         0.350%           0.525%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-2...............................         0.370%           0.555%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-3...............................         0.390%           0.585%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-4...............................         0.510%           0.765%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-5...............................         0.530%           0.795%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-6...............................         0.600%           0.900%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-7...............................         1.300%           1.950%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class M-8...............................         1.500%           2.250%
                  -------------------------------------------- --------------- -----------------
                  -------------------------------------------- --------------- -----------------
                  Class B.................................         2.250%           3.375%
                  -------------------------------------------- --------------- -----------------
</TABLE>

(1)      For any Accrual Period relating to any Distribution Date occurring on
         or prior to the Optional Termination Date.
(2)      For any Accrual Period relating to any Distribution Date occurring
         after the Optional Termination Date.

      Master Servicer: Countrywide Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as master servicer
hereunder.

      Master Servicer Advance Date: As to any Distribution Date, the Business
Day immediately preceding such Distribution Date.

      Master Servicer Prepayment Charge Payment Amount: The amounts (i) payable
by the Master Servicer in respect of any Prepayment Charges waived other than in
accordance with the standard set forth in the first sentence of Section 3.20(a),
or (ii) collected from the Master Servicer in respect of a remedy for the breach
of the representation made by CHL set forth in Section 3.20(c).

      Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan,
the maximum rate of interest set forth as such in the related Mortgage Note.

      MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

                                       26
<PAGE>

      MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS(R)
System.

      MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.

      MIN:  The Mortgage Identification Number for any MERS Mortgage Loan.

      Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan,
the minimum rate of interest set forth as such in the related Mortgage Note.

      Modified Mortgage Loan:  As defined in Section 3.12(a).

      MOM Loan: Any Mortgage Loan, as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.

      Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.

      Moody's:  Moody's Investors Service, Inc. and its successors.

      Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on or first priority ownership interest in an estate in fee simple in real
property securing a Mortgage Note.

      Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee to be added to the Mortgage File pursuant to this Agreement.

      Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the deletion of Liquidated Mortgage
Loans and Deleted Mortgage Loans and the addition of (x) Replacement Mortgage
Loans pursuant to the provisions of this Agreement and (y) Subsequent Mortgage
Loans pursuant to the provisions of this Agreement and any Subsequent Transfer
Agreement) transferred to the Trustee as part of the Trust Fund and from time to
time subject to this Agreement, attached hereto as Exhibit F-1, setting forth in
the following information with respect to each Mortgage Loan:

                           (i) the loan number;

                           (ii) the Loan Group;

                           (iii) the Appraised Value;

                           (iv) the Initial Mortgage Rate;

                           (v) the maturity date;

                           (vi) the original principal balance;



                                       27
<PAGE>

                           (vii)    the Cut-off Date Principal Balance;

                           (viii)   the first payment date of the Mortgage Loan;

                           (ix)     the Scheduled Payment in effect as of the
                                    Cut-off Date;

                           (x)      the Loan-to-Value Ratio at origination;

                           (xi)     a code indicating whether the residential
                                    dwelling at the time of origination was
                                    represented to be owner-occupied;

                           (xii)    a code indicating whether the residential
                                    dwelling is either (a) a detached
                                    single-family dwelling, (b) a two-family
                                    residential property, (c) a three-family
                                    residential property, (d) a four-family
                                    residential property, (e) planned unit
                                    development, (f) a low-rise condominium
                                    unit, (g) a high-rise condominium unit or
                                    (h) manufactured housing;

                           (xiii)   a code indicating whether such Mortgage Loan
                                    is a Credit Comeback Loan;

                           (xiv)    the purpose of the Mortgage Loan;

                           (xv)     with respect to each Adjustable Rate
                                    Mortgage Loan:

                                    (a)      the frequency of each Adjustment
                                             Date;

                                    (b)      the next Adjustment Date;

                                    (c)      the Maximum Mortgage Rate;

                                    (d)      the Minimum Mortgage Rate;

                                    (e)      the Mortgage Rate as of the Cut-off
                                             Date;

                                    (f)      the related Initial Periodic Rate
                                             Cap and Subsequent Periodic Rate
                                             Cap; and

                                    (g) the Gross Margin;

                           (xvi)    a code indicating whether the Mortgage Loan
                                    is a CHL Mortgage Loan, a Park Monaco
                                    Mortgage Loan or a Park Sienna Mortgage
                                    Loan;

                           (xvii)   the premium rate for any lender-paid
                                    mortgage insurance, if applicable; and

                           (xviii)  a code indicating whether the Mortgage Loan
                                    is a Fixed Rate Mortgage Loan or an
                                    Adjustable Rate Mortgage Loan.



                                       28
<PAGE>

Such schedule shall also set forth the total of the amounts described under
(vii) above for all of the Mortgage Loans and for each Loan Group. The Mortgage
Loan Schedule shall be deemed to include each Loan Number and Borrower
Identification Mortgage Loan Schedule delivered pursuant to Section 2.01(f) and
all the related Subsequent Mortgage Loans and Subsequent Mortgage Loan
information included therein.

      Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to the provisions hereof and any Subsequent Transfer Agreement
as from time to time are held as part of the Trust Fund (including any REO
Property), the mortgage loans so held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property. Any mortgage loan that was intended by the parties
hereto to be transferred to the Trust Fund as indicated by such Mortgage Loan
Schedule which is in fact not so transferred for any reason, including a breach
of the representation contained in Section 2.02 hereof, shall continue to be a
Mortgage Loan hereunder until the Purchase Price with respect thereto has been
paid to the Trust Fund.

      Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

      Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.

      Mortgage Rate: The annual rate of interest borne by a Mortgage Note from
time to time; provided, however, the Mortgage Rate for each Credit Comeback Loan
shall be treated for all purposes of payments on the Certificates, including the
calculation of the Pass-Through Rates and the applicable Net Rate Cap, as
reduced by 0.375% on the Due Date following the end of each of the first four
annual periods after the origination date, irrespective of whether the Mortgagor
qualifies for the reduction by having a good payment history.

      Mortgaged Property:  The underlying property securing a Mortgage Loan.

      Mortgagor:  The obligors on a Mortgage Note.

      Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less the Servicing Fee Rate.

      Net Rate Cap: With respect to any Distribution Date and (i) the Class 1-A
Certificates, the Class 1-A Net Rate Cap, (ii) each Class of Class 2-A
Certificates, the Class 2-A Net Rate Cap and (iii) each Class of Subordinate
Certificates, the Subordinate Net Rate Cap.

      Net Rate Carryover: With respect to any Class of Interest-Bearing
Certificates and any Distribution Date, the sum of (A) the excess of (i) the
amount of interest that such Class would otherwise have accrued for such
Distribution Date had the Pass-Through Rate for such Class and the related
Accrual Period not been determined based on the applicable Net Rate Cap, over
(ii) the amount of interest accrued on such Class at the applicable Net Rate Cap
for such Distribution Date and (B) the Net Rate Carryover for such Class for all
previous Distribution Dates not previously paid pursuant to Section 4.04,
together with interest thereon at the then-



                                       29
<PAGE>

applicable Pass-Through Rate for such Class, without giving effect to the
applicable Net Rate Cap.

      Net Swap Payment: With respect to any Distribution Date and payment by the
Swap Contract Administrator to the Swap Counterparty, the excess, if any, of the
"Fixed Amount" (as defined in the Swap Contract) with respect to such
Distribution Date over the "Floating Amount" (as defined in the Swap Contract)
with respect to such Distribution Date. With respect to any Distribution Date
and payment by the Swap Counterparty to the Swap Contract Administrator, the
excess, if any, of the "Floating Amount" (as defined in the Swap Contract) with
respect to such Distribution Date over the "Fixed Amount" (as defined in the
Swap Contract) with respect to such Distribution Date

      NIM Insurer: Any insurer guarantying at the request of CHL certain
payments under notes backed or secured by the Class C or Class P Certificates.

      Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Master Servicer that, in the good faith judgment of
the Master Servicer, will not or, in the case of a current delinquency, would
not, be ultimately recoverable by the Master Servicer from the related
Mortgagor, related Liquidation Proceeds or otherwise.

      Non-United States Person: A Person that is not a citizen or resident of
the United States, a corporation, partnership, or other entity (treated as a
corporation or a partnership for federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trustor.

      OC Floor: With respect to any Distribution Date, an amount equal to 0.50%
of the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount.

      Officer's Certificate: A certificate (i) in the case of the Depositor,
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President, a Managing Director, a Vice President (however denominated), an
Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of the
Master Servicer, signed by the President, an Executive Vice President, a Vice
President, an Assistant Vice President, the Treasurer, or one of the Assistant
Treasurers or Assistant Secretaries of Countrywide GP, Inc., its general
partner, (iii) if provided for in this Agreement, signed by a Servicing Officer,
as the case may be, and delivered to the Depositor and the Trustee, as the case
may be, as required by this Agreement, or (iv) in the case of any other Person,
signed by an authorized officer of such Person.

      One-Month LIBOR: With respect to any Accrual Period for the
Interest-Bearing Certificates, the rate determined by the Trustee on the related
Interest Determination Date on the



                                       30
<PAGE>

basis of the rate for U.S. dollar deposits for one month as quoted on the
Bloomberg Terminal on such Interest Determination Date; provided that the
parties hereto acknowledge that One-Month LIBOR calculated for the first Accrual
Period for the Interest-Bearing Certificates shall equal 4.75250% per annum. If
such rate is not quoted on the Bloomberg Terminal (or if such service is no
longer offered, such other service for displaying One-Month LIBOR or comparable
rates as may be reasonably selected by the Trustee), One-Month LIBOR for the
applicable Accrual Period for the Interest-Bearing Certificates will be the
Reference Bank Rate. If no such quotations can be obtained by the Trustee and no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period for the Interest-Bearing
Certificates.

      Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Depositor or the Master Servicer, reasonably acceptable to each addressee of
such opinion; provided that with respect to Section 6.04 or 10.01, or the
interpretation or application of the REMIC Provisions, such counsel must (i) in
fact be independent of the Depositor and the Master Servicer, (ii) not have any
direct financial interest in the Depositor or the Master Servicer or in any
affiliate of either and (iii) not be connected with the Depositor or the Master
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

      Optional Termination: The termination of the Trust Fund provided hereunder
pursuant to the purchase of the Mortgage Loans pursuant to clause (a) of the
first sentence of Section 9.01 hereof.

      Optional Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less than or equal
to 10% of the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount.

      Original Value: The value of the property underlying a Mortgage Loan
based, in the case of the purchase of the underlying Mortgaged Property, on the
lower of an appraisal satisfactory to the Master Servicer or the sales price of
such property or, in the case of a refinancing, on an appraisal satisfactory to
the Master Servicer.

      OTS:  The Office of Thrift Supervision.

      Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:

            (i) Certificates theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation; and

            (ii) Certificates in exchange for which or in lieu of which other
      Certificates have been executed and delivered by the Trustee pursuant to
      this Agreement.

      Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage Loan
with a Stated Principal Balance greater than zero that was not the subject of a
Principal Prepayment in


                                       31
<PAGE>

full, and that did not become a Liquidated Mortgage Loan, prior to the end of
the related Prepayment Period.

      Overcollateralization Deficiency Amount: With respect to any Distribution
Date, the amount, if any, by which the Overcollateralization Target Amount
exceeds the Overcollateralized Amount on such Distribution Date (after giving
effect to distribution of the Principal Distribution Amount (other than the
portion thereof consisting of the Extra Principal Distribution Amount) on such
Distribution Date).

      Overcollateralization Reduction Amount: With respect to any Distribution
Date, an amount equal to the lesser of (i) the Excess Overcollateralization
Amount for such Distribution Date and (ii) the aggregate Principal Remittance
Amount for Loan Group 1 and Loan Group 2 for such Distribution Date.

      Overcollateralization Target Amount: With respect to any Distribution Date
(a) prior to the Stepdown Date, an amount equal to 2.90% of the sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans and the
Pre-Funded Amount and (b) on or after the Stepdown Date, the greater of (i) an
amount equal to 5.80% of the aggregate Stated Principal Balance of the Mortgage
Loans for the current Distribution Date and (ii) the OC Floor; provided,
however, that if a Trigger Event is in effect on any Distribution Date, the
Overcollateralization Target Amount will be the Overcollateralization Target
Amount as in effect for the prior Distribution Date.

      Overcollateralized Amount: With respect to any Distribution Date, the
amount, if any, by which (x) the sum of the aggregate Stated Principal Balance
of the Mortgage Loans for such Distribution Date and any amount on deposit in
the Pre-Funding Account exceeds (y) the aggregate Certificate Principal Balance
of the Interest-Bearing Certificates as of such Distribution Date (after giving
effect to distribution of the Principal Remittance Amounts to be made on such
Distribution Date and, in the case of the Distribution Date immediately
following the end of the Funding Period, any amounts to be released from the
Pre-Funding Account).

      Ownership Interest: As to any Certificate, any ownership interest in such
Certificate including any interest in such Certificate as the Holder thereof and
any other interest therein, whether direct or indirect, legal or beneficial.

      Park Monaco: Park Monaco Inc., a Delaware corporation, and its successors
and assigns.

      Park Monaco Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Park Monaco is the applicable Seller.

      Park Sienna: Park Sienna LLC, a Delaware limited liability company, and
its successors and assigns.

      Park Sienna Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Park Sienna is the applicable Seller.

                                       32
<PAGE>

      Pass-Through Rate: With respect to any Accrual Period and each Class of
Interest-Bearing Certificates the lesser of (x) One-Month LIBOR for such Accrual
Period plus the Margin for such Class and Accrual Period and (y) the applicable
Net Rate Cap for such Class and the related Distribution Date.

      Percentage Interest: With respect to any Interest-Bearing Certificate, a
fraction, expressed as a percentage, the numerator of which is the Certificate
Principal Balance represented by such Certificate and the denominator of which
is the aggregate Certificate Principal Balance of the related Class. With
respect to the Class C, Class P and Class A-R Certificates, the portion of the
Class evidenced thereby, expressed as a percentage, as stated on the face of
such Certificate.

      Performance Certification:  As defined in Section 11.05.

      Permitted Investments: At any time, any one or more of the following
obligations and securities:

            (i) obligations of the United States or any agency thereof, provided
      such obligations are backed by the full faith and credit of the United
      States;

            (ii) general obligations of or obligations guaranteed by any state
      of the United States or the District of Columbia receiving the highest
      long-term debt rating of each Rating Agency, or such lower rating as each
      Rating Agency has confirmed in writing is sufficient for the ratings
      originally assigned to the Certificates by such Rating Agency;

            (iii) commercial or finance company paper which is then receiving
      the highest commercial or finance company paper rating of each Rating
      Agency, or such lower rating as each Rating Agency has confirmed in
      writing is sufficient for the ratings originally assigned to the
      Certificates by such Rating Agency;

            (iv) certificates of deposit, demand or time deposits, or bankers'
      acceptances issued by any depository institution or trust company
      incorporated under the laws of the United States or of any state thereof
      and subject to supervision and examination by federal and/or state banking
      authorities, provided that the commercial paper and/or long term unsecured
      debt obligations of such depository institution or trust company (or in
      the case of the principal depository institution in a holding company
      system, the commercial paper or long-term unsecured debt obligations of
      such holding company, but only if Moody's is not a Rating Agency) are then
      rated one of the two highest long-term and the highest short-term ratings
      of each such Rating Agency for such securities, or such lower ratings as
      each Rating Agency has confirmed in writing is sufficient for the ratings
      originally assigned to the Certificates by such Rating Agency;

            (v) repurchase obligations with respect to any security described in
      clauses (i) and (ii) above, in either case entered into with a depository
      institution or trust company (acting as principal) described in clause
      (iv) above;



                                       33
<PAGE>

            (vi) securities (other than stripped bonds, stripped coupons or
      instruments sold at a purchase price in excess of 115% of the face amount
      thereof) bearing interest or sold at a discount issued by any corporation
      incorporated under the laws of the United States or any state thereof
      which, at the time of such investment, have one of the two highest long
      term ratings of each Rating Agency (except (x) if the Rating Agency is
      Moody's, such rating shall be the highest commercial paper rating of S&P
      for any such securities) and (y), or such lower rating as each Rating
      Agency has confirmed in writing is sufficient for the ratings originally
      assigned to the Certificates by such Rating Agency;

            (vii) interests in any money market fund which at the date of
      acquisition of the interests in such fund and throughout the time such
      interests are held in such fund has the highest applicable long term
      rating by each Rating Agency or such lower rating as each Rating Agency
      has confirmed in writing is sufficient for the ratings originally assigned
      to the Certificates by such Rating Agency;

            (viii) short term investment funds sponsored by any trust company or
      national banking association incorporated under the laws of the United
      States or any state thereof which on the date of acquisition has been
      rated by each Rating Agency in their respective highest applicable rating
      category or such lower rating as each Rating Agency has confirmed in
      writing is sufficient for the ratings originally assigned to the
      Certificates by such Rating Agency; and

            (ix) such other relatively risk free investments having a specified
      stated maturity and bearing interest or sold at a discount acceptable to
      each Rating Agency as will not result in the downgrading or withdrawal of
      the rating then assigned to the Certificates by any Rating Agency, as
      evidenced by a signed writing delivered by each Rating Agency, and
      reasonably acceptable to the NIM Insurer, as evidenced by a signed writing
      delivered by the NIM Insurer;

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided further that no such
instrument shall be a Permitted Investment (A) if such instrument evidences
principal and interest payments derived from obligations underlying such
instrument and the interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations, or (B) if it may be redeemed at a price below the
purchase price (the foregoing clause (B) not to apply to investments in units of
money market funds pursuant to clause (vii) above); provided further that no
amount beneficially owned by any REMIC (including, without limitation, any
amounts collected by the Master Servicer but not yet deposited in the
Certificate Account) may be invested in investments (other than money market
funds) treated as equity interests for Federal income tax purposes, unless the
Master Servicer shall receive an Opinion of Counsel, at the expense of Master
Servicer, to the effect that such investment will not adversely affect the
status of any such REMIC as a REMIC under the Code or result in imposition of a
tax on any such REMIC. Permitted Investments that are subject to prepayment or
call may not be purchased at a price in excess of par.

                                       34
<PAGE>

      Permitted Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Class A-R Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code, (v) an "electing large partnership" as
defined in section 775 of the Code, (vi) a Person that is not a citizen or
resident of the United States, a corporation, partnership, or other entity
(treated as a corporation or a partnership for federal income tax purposes)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, or an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States Persons have authority to control all
substantial decisions of the trustor unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form
W-8ECI, and (vii) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Class A-R
Certificate to such Person may cause any REMIC formed hereunder to fail to
qualify as a REMIC at any time that any Certificates are Outstanding. The terms
"United States," "State" and "International Organization" shall have the
meanings set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of the Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not selected by
such government unit.

      Person: Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government, or any agency or political subdivision thereof.

      Plan: An "employee benefit plan" as defined in section 3(3) of ERISA that
is subject to Title I of ERISA, a "plan" as defined in section 4975 of the Code
that is subject to section 4975 of the Code, or any Person investing on behalf
of or with plan assets (as defined in 29 CFR ss.2510.3-101 or otherwise under
ERISA) of such an employee benefit plan or plan.

      Pool Tax Net Rate Cap: As defined in the Preliminary Statement.

      Pool Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Mortgage Loans which were Outstanding Mortgage Loans.

      Pre-Funded Amount: The amount deposited in the Pre-Funding Account on the
Closing Date, which shall equal $1,515.25.

      Pre-Funding Account: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 3.05 in the name of the Trustee for the
benefit of the



                                       35
<PAGE>

Certificateholders and designated "The Bank of New York, in trust for registered
holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-4." Funds in the
Pre-Funding Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a part of any
REMIC created hereunder, provided, however that any investment income earned
from Permitted Investments made with funds in the Pre-Funding Account will be
for the account of CHL.

      Prepayment Assumption: The applicable rate of prepayment, as described in
the Prospectus Supplement relating to the Certificates.

      Prepayment Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of such
Mortgage Loan within the related Prepayment Charge Period in accordance with the
terms thereof (other than any Master Servicer Prepayment Charge Payment Amount).

      Prepayment Charge Period: With respect to any Mortgage Loan, the period of
time during which a Prepayment Charge may be imposed.

      Prepayment Charge Schedule: As of the Initial Cut-off Date with respect to
each Initial Mortgage Loan and as of the Subsequent Cut-off Date with respect to
each Subsequent Mortgage Loan, a list attached hereto as Schedule I (including
the Prepayment Charge Summary attached thereto), setting forth the following
information with respect to each Prepayment Charge:

            (i) the Mortgage Loan identifying number;

            (ii) a code indicating the type of Prepayment Charge;

            (iii) the state of origination of the related Mortgage Loan;

            (iv) the date on which the first monthly payment was due on the
      related Mortgage Loan;

            (v) the term of the related Prepayment Charge; and

            (vi) the principal balance of the related Mortgage Loan as of the
      Cut-off Date.

      As of the Closing Date, the Prepayment Charge Schedule shall contain the
necessary information for each Initial Mortgage Loan. The Prepayment Charge
Schedule shall be amended by the Master Servicer upon the sale of any Subsequent
Mortgage Loans to the Trust Fund. In addition, the Prepayment Charge Schedule
shall be amended from time to time by the Master Servicer in accordance with the
provisions of this Agreement and a copy of each related amendment shall be
furnished by the Master Servicer to the Class P and Class C Certificateholders
and the NIM Insurer.

      Prepayment Interest Excess: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a Principal Prepayment during the
period from the related



                                       36
<PAGE>

Due Date to the end of the related Prepayment Period, any payment of interest
received in connection therewith (net of any applicable Servicing Fee)
representing interest accrued for any portion of such month of receipt.

      Prepayment Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a partial Principal Prepayment or a
Principal Prepayment in full during the period from the beginning of the related
Prepayment Period to the Due Date in such Prepayment Period (other than a
Principal Prepayment in full resulting from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04, 3.12 or 9.01 hereof) and for each Mortgage
Loan that became a Liquidated Mortgage Loan during the related Due Period, the
amount, if any, by which (i) one month's interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan immediately prior to
such prepayment (or liquidation) or in the case of a partial Principal
Prepayment on the amount of such prepayment (or Liquidation Proceeds) exceeds
(ii) the amount of interest paid or collected in connection with such Principal
Prepayment or such Liquidation Proceeds.

      Prepayment Period: As to any Distribution Date and related Due Date, the
period beginning with the opening of business on the sixteenth day of the
calendar month preceding the month in which such Distribution Date occurs (or,
with respect to the first Distribution Date, the period beginning with the
opening of business on the day immediately following the Initial Cut-off Date)
and ending on the close of business on the fifteenth day of the month in which
such Distribution Date occurs.

      Prime Rate: The prime commercial lending rate of The Bank of New York, as
publicly announced to be in effect from time to time. The Prime Rate shall be
adjusted automatically, without notice, on the effective date of any change in
such prime commercial lending rate. The Prime Rate is not necessarily The Bank
of New York's lowest rate of interest.

      Principal Distribution Amount: With respect to each Distribution Date and
a Loan Group, the sum of (i) the Principal Remittance Amount for such Loan Group
for such Distribution Date less any portion of such amount used to cover any
payment due to the Swap Counterparty with respect to such Distribution Date
pursuant to Section 4.09, (ii) the Extra Principal Distribution Amount for such
Loan Group for such Distribution Date, and (iii) with respect to the
Distribution Date immediately following the end of the Funding Period, the
amount, if any, remaining in the Pre-Funding Account at the end of the Funding
Period (net of any investment income therefrom) allocable to such Loan Group,
minus (iv) (a) the amount of any Group 1 Overcollateralization Reduction Amount,
in the case of Loan Group 1 and (b) the amount of any Group 2
Overcollateralization Reduction Amount, in the case of Loan Group 2.

      Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 2.04, 3.12 and 9.01 hereof)
that is received in advance of its scheduled Due Date to the extent it is not
accompanied by an amount as to interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of prepayment.
Partial Principal Prepayments shall be applied by the Master Servicer in
accordance with the terms of the related Mortgage Note.



                                       37
<PAGE>

      Principal Relocation Payment: A payment from any Loan Group to a REMIC 2
Interest other than a Regular Interest corresponding to that Loan Group as
provided in the Preliminary Statement. Principal Relocation Payments shall be
made of principal allocations comprising the Principal Remittance Amount from a
Loan Group and shall include a proportionate allocation of Realized Losses from
the Mortgage Loans of such Loan Group.

      Principal Remittance Amount: With respect to the Mortgage Loans in each
Loan Group and any Distribution Date, (a) the sum, without duplication, of: (i)
the scheduled principal collected with respect to the Mortgage Loans during the
related Due Period or advanced with respect to such Distribution Date, (ii)
Principal Prepayments collected in the related Prepayment Period, with respect
to the Mortgage Loans, (iii) the Stated Principal Balance of each Mortgage Loan
that was repurchased by a Seller or purchased by the Master Servicer with
respect to such Distribution Date, (iv) the amount, if any, by which the
aggregate unpaid principal balance of any Replacement Mortgage Loans delivered
by the Sellers in connection with a substitution of a Mortgage Loan is less than
the aggregate unpaid principal balance of any Deleted Mortgage Loans and (v) all
Liquidation Proceeds (to the extent such Liquidation Proceeds related to
principal) and Subsequent Recoveries collected during the related Due Period;
less (b) all Advances relating to principal and certain expenses reimbursable
pursuant to Section 6.03 and reimbursed during the related Due Period, in each
case with respect to such Loan Group.

      Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-4". Funds in the Principal Reserve Fund shall be held
in trust for the Certificateholders for the uses and purposes set forth in this
Agreement.

      Private Certificates: The Class M-7, Class M-8, Class B, Class C and Class
P Certificates.

      Prospectus: The prospectus dated February 23, 2006, relating to
asset-backed securities to be sold by the Depositor.

      Prospectus Supplement: The prospectus supplement dated March 15, 2006,
relating to the public offering of the certain Classes of Certificates offered
thereby.

      PTCE 95-60:  As defined in Section 5.02(b).

      PUD:  A Planned Unit Development.

      Purchase Price: With respect to any Mortgage Loan (x) required to be (1)
repurchased by a Seller or purchased by the Master Servicer, as applicable,
pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased by the
Depositor pursuant to Section 2.04 hereof, or (y) that the Master Servicer has a
right to purchase pursuant to Section 3.12 hereof, an amount equal to the sum of
(i) 100% of the unpaid principal balance (or, if such purchase or repurchase, as
the case may be, is effected by the Master Servicer, the Stated Principal
Balance) of the Mortgage Loan as of the date of such purchase, (ii) accrued
interest thereon at the applicable Mortgage Rate (or, if such purchase or
repurchase, as the case may be, is effected by the Master

                                       38
<PAGE>

Servicer, at the Net Mortgage Rate) from (a) the date through which interest
was last paid by the Mortgagor (or, if such purchase or repurchase, as the
case may be, is effected by the Master Servicer, the date through which
interest was last advanced and not reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) any costs, expenses and damages incurred by the
Trust Fund resulting from any violation of any predatory or abusive lending
law in connection with such Mortgage Loan.

      Rating Agency: Each of Moody's and S&P. If any such organization or its
successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.

      Realized Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal
Balance of such Liquidated Mortgage Loan as of the date of such liquidation,
minus (ii) the Liquidation Proceeds, if any, received in connection with such
liquidation during the month in which such liquidation occurs, to the extent
applied as recoveries of principal of the Liquidated Mortgage Loan. With respect
to each Mortgage Loan that has become the subject of a Deficient Valuation, (i)
if the value of the related Mortgaged Property was reduced below the principal
balance of the related Mortgage Note, the amount by which the value of the
Mortgaged Property was reduced below the principal balance of the related
Mortgage Note, and (ii) if the principal amount due under the related Mortgage
Note has been reduced, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan that has become the subject of a Debt Service
Reduction and any Distribution Date, the amount, if any, by which the related
Scheduled Payment was reduced.

      Record Date: With respect to any Distribution Date and the
Interest-Bearing Certificates, the Business Day immediately preceding such
Distribution Date, or if such Certificates are no longer Book-Entry
Certificates, the last Business Day of the month preceding the month of such
Distribution Date. With respect to the Class A-R, Class C and Class P
Certificates and the first Distribution Date, the Closing Date, and with respect
to any subsequent Distribution Date, the last Business Day of the month
preceding the month of a Distribution Date.

      Reference Bank Rate: With respect to any Accrual Period, the arithmetic
mean (rounded upwards, if necessary, to the nearest whole multiple of 0.03125%)
of the offered rates for United States dollar deposits for one month that are
quoted by the Reference Banks as of 11:00 a.m., New York City time, on the
related Interest Determination Date to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the
outstanding aggregate Certificate Principal Balance of the Interest-Bearing
Certificates on such Interest Determination Date, provided that at least two
such Reference Banks provide such rate. If fewer than two offered rates appear,
the Reference Bank Rate will be the arithmetic mean (rounded upwards, if
necessary, to the nearest whole multiple of 0.03125%) of the rates quoted




                                       39
<PAGE>

by one or more major banks in New York City, selected by the Trustee, as of
11:00 a.m., New York City time, on such date for loans in U.S. dollars to
leading European banks for a period of one month in amounts approximately equal
to the aggregate Certificate Principal Balance of the Interest-Bearing
Certificates on such Interest Determination Date.

      Reference Banks: Barclays Bank PLC, Deutsche Bank and NatWest, N.A.,
provided that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee which are engaged
in transactions in Eurodollar deposits in the international Eurocurrency market
(i) with an established place of business in London, England, (ii) not
controlling, under the control of or under common control with the Depositor,
CHL or the Master Servicer and (iii) which have been designated as such by the
Trustee.

      Refinancing Mortgage Loan: Any Mortgage Loan originated in connection with
the refinancing of an existing mortgage loan.

      Regular Certificate: Any Certificate other than the Class A-R
Certificates.

      Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time and publicly available.

      Relief Act:  The Servicemembers Civil Relief Act.

      REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits which appear at section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.

      Remittance Report: A report prepared by the Master Servicer and delivered
to the Trustee and the NIM Insurer in accordance with Section 4.04.

      REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.

      Replacement Mortgage Loan: A Mortgage Loan substituted by a Seller for a
Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
in a Request for File Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month of
substitution, not in excess of, and not less than 90% of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) with respect to any Fixed Rate
Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per annum
higher than the Mortgage Rate of the Deleted Mortgage Loan and, with respect
to any Adjustable Rate Mortgage Loan: (a) have a Maximum Mortgage Rate no more
than 1% per annum higher or lower than the Maximum Mortgage Rate of the
Deleted Mortgage Loan; (b) have a Minimum Mortgage Rate no more than 1% per
annum higher or lower than the Minimum Mortgage Rate of

                                       40
<PAGE>

the Deleted Mortgage Loan; (c) have the same Index and intervals between
Adjustment Dates as that of the Deleted Mortgage Loan; (d) have a Gross Margin
not more than 1% per annum higher or lower than that of the Deleted Mortgage
Loan; and (e) have an Initial Periodic Rate Cap and a Subsequent Periodic Rate
Cap each not more than 1% lower than that of the Deleted Mortgage Loan; (iii)
have the same or higher credit quality characteristics than that of the
Deleted Mortgage Loan; (iv) be accruing interest at a rate not more than 1%
per annum higher or lower than that of the Deleted Mortgage Loan; (v) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (vi)
have a remaining term to maturity not greater than (and not more than one year
less than) that of the Deleted Mortgage Loan; (vii) not permit conversion of
the Mortgage Rate from a fixed rate to a variable rate or vice versa; (viii)
provide for a Prepayment Charge on terms substantially similar to those of the
Prepayment Charge, if any, of the Deleted Mortgage Loan; (ix) have the same
occupancy type and lien priority as the Deleted Mortgage Loan; and (x) comply
with each representation and warranty set forth in Section 2.03 as of the date
of substitution; provided, however, that notwithstanding the foregoing, to the
extent that compliance with clause (x) of this definition would cause a
proposed Replacement Mortgage Loan to fail to comply with one or more of
clauses (i), (ii), (iv), (viii) and/or (ix) of this definition, then such
proposed Replacement Mortgage Loan must comply with clause (x) and need not
comply with one or more of clauses (i), (ii), (iv), (viii) and/or (ix), to the
extent, and only to the extent, necessary to assure that the Replacement
Mortgage Loan otherwise complies with clause (x).

      Reportable Event: Any event required to be reported on Form 8-K, and in
any event, the following:

      (a)entry into a definitive agreement related to the Trust Fund, the
Certificates or the Mortgage Loans, or an amendment to a Transaction Document,
even if the Depositor is not a party to such agreement (e.g., a servicing
agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);

      (b)termination of a Transaction Document (other than by expiration of the
agreement on its stated termination date or as a result of all parties
completing their obligations under such agreement), even if the Depositor is not
a party to such agreement (e.g., a servicing agreement with a servicer
contemplated by Item 1108(a)(3) of Regulation AB);

      (c)with respect to the Master Servicer only, if the Master Servicer
becomes aware of any bankruptcy or receivership with respect to CHL, the
Depositor, the Master Servicer, any Subservicer, the Trustee, the Swap
Counterparty, any enhancement or support provider contemplated by Items 1114(b)
or 1115 of Regulation AB, or any other material party contemplated by Item
1101(d)(1) of Regulation AB;

      (d)with respect to the Trustee, the Master Servicer and the Depositor
only, the occurrence of an early amortization, performance trigger or other
event, including an Event of Default under this Agreement;

      (e)any amendment to this Agreement;

                                       41
<PAGE>

      (f)the resignation, removal, replacement, substitution of the Master
Servicer, any Subservicer, the Trustee or any co-trustee;

      (g)with respect to the Master Servicer only, if the Master Servicer
becomes aware that (i) any material enhancement or support specified in Item
1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB that was
previously applicable regarding one or more classes of the Certificates has
terminated other than by expiration of the contract on its stated termination
date or as a result of all parties completing their obligations under such
agreement; (ii) any material enhancement specified in Item 1114(a)(1) through
(3) of Regulation AB or Item 1115 of Regulation AB has been added with respect
to one or more classes of the Certificates; or (iii) any existing material
enhancement or support specified in Item 1114(a)(1) through (3) of Regulation AB
or Item 1115 of Regulation AB with respect to one or more classes of the
Certificates has been materially amended or modified; and

      (h)with respect to the Trustee, the Master Servicer and the Depositor
only, a required distribution to Holders of the Certificates is not made as of
the required Distribution Date under this Agreement.

      Reporting Subcontractor: With respect to the Master Servicer or the
Trustee, any Subcontractor determined by such Person pursuant to Section
11.08(b) to be "participating in the servicing function" within the meaning of
Item 1122 of Regulation AB. References to a Reporting Subcontractor shall refer
only to the Subcontractor of such Person and shall not refer to Subcontractors
generally.

      Representing Party:  As defined in Section 2.03(e).

      Request for Document Release: A Request for Document Release submitted by
the Master Servicer to the Trustee, substantially in the form of Exhibit M.

      Request for File Release: A Request for File Release submitted by the
Master Servicer to the Trustee, substantially in the form of Exhibit N.

      Required Carryover Reserve Fund Deposit: With respect to any Distribution
Date, an amount equal to the excess of (i) $1,000 over (ii) the amount of funds
on deposit in the Carryover Reserve Fund.

      Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.

      Responsible Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
any Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also to whom, with respect to a particular matter, such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

      Rolling Sixty-Day Delinquency Rate: With respect to any Distribution Date
on or after the Stepdown Date and any Loan Group or Loan Groups, the average of
the Sixty-Day



                                       42
<PAGE>

Delinquency Rates for such Loan Group or Loan Groups and such Distribution Date
and the two immediately preceding Distribution Dates.

      Rule 144A:  Rule 144A under the Securities Act.

      Rule 144A Letter:  As defined in Section 5.02(b).

      S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. and its successors.

      Sarbanes-Oxley Certification:  As defined in Section 11.05.

      Scheduled Payment: With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest due on any Due Date on such
Mortgage Loan which is payable by the related Mortgagor from time to time under
the related Mortgage Note, determined: (a) after giving effect to (i) any
Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage
Loan and (ii) any reduction in the amount of interest collectible from the
related Mortgagor pursuant to the Relief Act or any similar state or local law;
(b) without giving effect to any extension granted or agreed to by the Master
Servicer pursuant to Section 3.05(a); and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.

      Securities Act:  The Securities Act of 1933, as amended.

      Sellers: CHL, in its capacity as seller of the CHL Mortgage Loans to the
Depositor, Park Monaco, in its capacity as seller of the Park Monaco Mortgage
Loans to the Depositor and Park Sienna, in its capacity as seller of the Park
Sienna Mortgage Loans to the Depositor.

      Seller Shortfall Interest Requirement: With respect to the Distribution
Date in each of March 2006, April 2006 and May 2006, is the sum of:

      (a) the product of: (1) the excess of the aggregate Stated Principal
Balance for such Distribution Date of all the Mortgage Loans in the Mortgage
Pool (including the Subsequent Mortgage Loans, if any) owned by the Trust Fund
at the beginning of the related Due Period, over the aggregate Stated Principal
Balance for such Distribution Date of such Mortgage Loans (including such
Subsequent Mortgage Loans, if any) that have a scheduled payment of interest due
in the related Due Period, and (2) a fraction, the numerator of which is the
weighted average Net Mortgage Rate of all the Mortgage Loans in the Mortgage
Pool (including such Subsequent Mortgage Loans, if any) (weighted on the basis
of the Stated Principal Balances thereof for such Distribution Date) and the
denominator of which is 12; and

      (b) the lesser of:

         (i) the product of: (1) the amount on deposit in the Pre-Funding
Account at the beginning of the related Due Period, and (2) a fraction, the
numerator of which is the weighted average Net Mortgage Rate of the Mortgage
Loans (including Subsequent Mortgage Loans, if any) owned by the Trust Fund at
the beginning of the related Due Period



                                       43
<PAGE>

(weighted on the basis of the Stated Principal Balances thereof for such
Distribution Date) and the denominator of which is 12; and

         (ii) the excess of (x) the amount of Current Interest and Interest
Carry Forward Amount due and payable on the Interest-Bearing Certificates for
such Distribution Date, over (y) the sum of (1) Interest Funds (less any portion
of Interest Funds allocated to the Swap Trust to cover any Net Swap Payment due
to the Swap Counterparty with respect to such Distribution Date) otherwise
available to pay the amount specified in clause (b)(ii)(x) (after giving effect
to the addition of any amounts in clause (a) of this definition of Seller
Shortfall Interest Requirement to Interest Funds for such Distribution Date) and
(2) any Net Swap Payment received by the Swap Contract Administrator from the
Swap Counterparty for such Distribution Date and allocated to the Swap Trust to
pay Current Interest and Interest Carry Forward Amounts on the Interest-Bearing
Certificates for such Distribution Date.

      Senior Certificates:  The Class A and Class A-R Certificates.

      Senior Enhancement Percentage: With respect to a Distribution Date on or
after the Stepdown Date, the fraction (expressed as a percentage) (1) the
numerator of which is the excess of (a) the aggregate Stated Principal Balance
of the Mortgage Loans for the preceding Distribution Date over (b) (i) before
the Certificate Principal Balances of the Senior Certificates have been reduced
to zero, the sum of the Certificate Principal Balances of the Senior
Certificates, or (ii) after the Certificate Principal Balances of the Senior
Certificates have been reduced to zero, the Certificate Principal Balance of the
most senior Class of Subordinate Certificates outstanding, as of the related
Master Servicer Advance Date, and (2) the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans for the preceding Distribution
Date.

      Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Master Servicer of
its servicing obligations hereunder, including, but not limited to, the cost of
(i) the preservation, restoration and protection of a Mortgaged Property, (ii)
any enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.10.

      Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of
Regulation AB.

      Servicing Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the Servicing Fee Rate on the Stated
Principal Balance of such Mortgage Loan for the preceding Distribution Date or,
in the event of any payment of interest that accompanies a Principal Prepayment
in full made by the Mortgagor, interest at the Servicing Fee Rate on the Stated
Principal Balance of such Mortgage Loan for the period covered by such payment
of interest.

      Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per annum.

      Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature



                                       44
<PAGE>

appear on a list of servicing officers furnished to the Trustee by the Master
Servicer on the Closing Date pursuant to this Agreement, as such list may from
time to time be amended.

      Sixty-Day Delinquency Rate: With respect to any Distribution Date on or
after the Stepdown Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Stated Principal Balance for such Distribution Date of
all Mortgage Loans 60 or more days delinquent as of the close of business on the
last day of the calendar month preceding such Distribution Date (including
Mortgage Loans in foreclosure, bankruptcy and REO Properties) and the
denominator of which is the aggregate Stated Principal Balance for such
Distribution Date of all Mortgage Loans.

      Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property (i) as of the Cut-off Date, the unpaid principal balance of the
Mortgage Loan as of such date (before any adjustment to the amortization
schedule for any moratorium or similar waiver or grace period), after giving
effect to any partial prepayments or Liquidation Proceeds received prior to such
date and to the payment of principal due on or prior to such date and
irrespective any delinquency in payment by the related Mortgagor, and (ii) as of
any other Distribution Date, the Stated Principal Balance of the Mortgage Loan
as of its Cut-off Date, minus the sum of (a) the principal portion of the
Scheduled Payments (x) due with respect to such Mortgage Loan during each Due
Period ending prior to such Distribution Date and (y) that were received by the
Master Servicer as of the close of business on the Determination Date related to
such Distribution Date or with respect to which Advances were made as of the
Master Servicer Advance Date related to such Distribution Date, (b) all
Principal Prepayments with respect to such Mortgage Loan received by the Master
Servicer during each Prepayment Period ending prior to such Distribution Date
and (c) all Liquidation Proceeds collected with respect to such Mortgage Loan
during each Due Period ending prior to such Distribution Date, to the extent
applied by the Master Servicer as recoveries of principal in accordance with
Section 3.12. The Stated Principal Balance of any Mortgage Loan that becomes a
Liquidated Mortgage Loan will be zero on each date following the Due Period in
which such Mortgage Loan becomes a Liquidated Mortgage Loan. References herein
to the Stated Principal Balance of the Mortgage Loans at any time shall mean the
aggregate Stated Principal Balance of all Mortgage Loans in the Trust Fund as of
such time, and references herein to the Stated Principal Balance of a Loan Group
at any time shall mean the aggregate Stated Principal Balance of all Mortgage
Loans in such Loan Group at such time.

      Stepdown Date: The earlier to occur of (a) the Distribution Date on which
the aggregate Certificate Principal Balance of the Senior Certificates is
reduced to zero, and (b) the later to occur of (x) the Distribution Date in
March 2009 and (y) the first Distribution Date on which the aggregate
Certificate Principal Balance of the Senior Certificates (after calculating
anticipated distributions on such Distribution Date) is less than or equal to
58.30% of the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.

                                       45
<PAGE>

      Stepdown Target Subordination Percentage: For each Class of Subordinate
Certificates, the respective percentage indicated in the following table:

                                               Stepdown Target Subordination
                                                         Percentage
Class M-1.................................              34.20%
Class M-2.................................              27.30%
Class M-3.................................              23.30%
Class M-4.................................              19.80%
Class M-5.................................              16.40%
Class M-6.................................              13.30%
Class M-7.................................              10.50%
Class M-8.................................               7.80%
Class B...................................               5.80%

      Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to the Mortgage Loans under the direction or authority of the
Master Servicer or a Subservicer or the Trustee, as the case may be.

      Subordinate Certificates: The Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates.

      Subordinate Class Principal Distribution Amount: With respect to any
Distribution Date and any Class of Subordinate Certificates, the excess of (1)
the sum of (a) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distribution of the Class 1-A Principal
Distribution Amount and the Class 2-A Principal Distribution Amount for such
Distribution Date), (b) the aggregate Certificate Principal Balance of any
Class(es) of Subordinate Certificates that are senior to the subject Class (in
each case, after taking into account distribution of the Subordinate Class
Principal Distribution Amount(s) for such senior Class(es) of Certificates for
such Distribution Date), and (c) the Certificate Principal Balance of the
subject Class of Subordinate Certificates immediately prior to such Distribution
Date over (2) the lesser of (a) the product of (x) 100% minus the Stepdown
Target Subordination Percentage for the subject Class of Certificates and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date and (b) the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date minus the OC Floor; provided, however, that if
such Class of Subordinate Certificates is the only Class of Subordinate
Certificates outstanding on such Distribution Date, that Class will be entitled
to receive the entire remaining Principal Distribution Amount for Loan Group 1
and Loan Group 2 until the Certificate Principal Balance thereof is reduced to
zero.

      Subordinate Component Balance: With respect to any Distribution Date and
for each of Loan Group 1 and Loan Group 2, the excess of the aggregate Stated
Principal Balance of the Mortgage Loans in such Loan Group as of the first day
of the related Due Period (after giving



                                       46
<PAGE>

effect to Principal Prepayments received in the Prepayment Period ending during
such Due Period) over the aggregate Certificate Principal Balance of the Class
1-A Certificates in the case of Loan Group 1 and the aggregate Certificate
Principal Balance of the Class 2-A Certificates in the case of Loan Group 2, in
each case immediately prior to that Distribution Date.

      Subordinate Net Rate Cap: With respect to any Distribution Date and each
Class of Subordinate Certificates, the weighted average of the Class 1-A Net
Rate Cap and the Class 2-A Net Rate Cap, weighted on the basis of the excess (if
any) of the sum of the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group and the amount on deposit in the Pre-Funding Account
in respect of that Loan Group over the outstanding Certificate Principal Balance
of the related Senior Certificates.

      Subordinate Tax Net Rate Cap: With respect to any Distribution Date and
each Class of Subordinate Certificates, the weighted average of the Loan Group 1
Tax Net Rate Cap and the Loan Group 2 Tax Net Rate Cap, weighted on the basis of
the excess (if any) of the sum of the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group and the amount on deposit in the
Pre-Funding Account in respect of that Loan Group over the outstanding
Certificate Principal Balance of the related Senior Certificates.

      Subsequent Certificate Account Deposit: With respect to any Subsequent
Transfer Date, an amount equal to the aggregate of all amounts in respect of (i)
principal of the related Subsequent Mortgage Loans due after the related
Subsequent Cut-off Date and received by the Master Servicer on or before such
Subsequent Transfer Date and not applied in computing the Cut-off Date Principal
Balance thereof and (ii) interest on the such Subsequent Mortgage Loans due
after such Subsequent Cut-off Date and received by the Master Servicer on or
before the Subsequent Transfer Date.

      Subsequent Cut-off Date: In the case of any Subsequent Mortgage Loan, the
later of (x) the first day of the month of the related Subsequent Transfer Date
and (y) the date of origination of such Subsequent Mortgage Loan.

      Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the Trustee on a
Subsequent Transfer Date, and listed on the related Loan Number and Borrower
Identification Mortgage Loan Schedule delivered pursuant to Section 2.01(f).
When used with respect to a single Subsequent Transfer Date, "Subsequent
Mortgage Loan" shall mean a Subsequent Mortgage Loan conveyed to the Trustee on
such Subsequent Transfer Date.

      Subsequent Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the percentage specified in the related Mortgage Note that limits
permissible increases and decreases in the Mortgage Rate on any Adjustment Date
(other than the initial Adjustment Date).

      Subsequent Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar
month, unexpected amounts received by the Master Servicer (net of any related
expenses permitted to be reimbursed pursuant to Section 3.08 and 3.12)
specifically related to such Liquidated Mortgage Loan after the classification
of such Mortgage Loan as a Liquidated Mortgage Loan.

                                       47
<PAGE>

      Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit P hereto, executed and delivered by the
Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

      Subsequent Transfer Date: For any Subsequent Transfer Agreement, the
"Subsequent Transfer Date" identified in such Subsequent Transfer Agreement;
provided, however, the Subsequent Transfer Date for any Subsequent Transfer
Agreement must be a Business Day and may not be a date earlier than the date on
which the Subsequent Transfer Agreement is executed and delivered by the parties
thereto pursuant to Section 2.01(d).

      Subsequent Transfer Date Purchase Amount: With respect to any Subsequent
Transfer Date, the "Subsequent Transfer Date Purchase Amount" identified in the
related Subsequent Transfer Agreement which shall be an estimate of the
aggregate Stated Principal Balances of the Subsequent Mortgage Loans identified
in such Subsequent Transfer Agreement.

      Subsequent Transfer Date Transfer Amount: With respect to any Subsequent
Transfer Date, an amount equal to the lesser of (i) the aggregate Stated
Principal Balances as of the related Subsequent Cut-off Dates of the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date, as listed on the
related Loan Number and Borrower Identification Mortgage Loan Schedule delivered
pursuant to Section 2.01(f) and (ii) the amount on deposit in the Pre-Funding
Account.

      Subservicer:  As defined in Section 3.02(a).

      Subservicing Agreement:  As defined in Section 3.02(a).

      Substitution Adjustment Amount: The meaning ascribed to such term pursuant
to Section 2.03(e).

      Substitution Amount: With respect to any Mortgage Loan substituted
pursuant to Section 2.03(e), the excess of (x) the principal balance of the
Mortgage Loan that is substituted for, over (y) the principal balance of the
related substitute Mortgage Loan, each balance being determined as of the date
of substitution.

      Swap Account: The separate Eligible Account created and initially
maintained by the Swap Trustee pursuant to Section 4.09.

      Swap Contract: The transaction evidenced by the Confirmation (as assigned
to the Swap Contract Administrator pursuant to the Swap Contract Assignment
Agreement), a form of which is attached hereto as Exhibit U.

      Swap Contract Administration Agreement: The swap contract administration
agreement dated as of the Closing Date among CHL, the Trustee and the Swap
Contract Administrator, a form of which is attached hereto as Exhibit V-2.

      Swap Contract Administrator: The Bank of New York, in its capacity as swap
contract administrator under the Swap Contract Administration Agreement.

                                       48
<PAGE>

      Swap Contract Assignment Agreement: The Assignment Agreement dated as of
the Closing Date among CHL, the Swap Contract Administrator and the Swap
Counterparty, a form of which is attached hereto as Exhibit V-1.

      Swap Counterparty: Lehman Brothers Special Financing Inc. and its
successors.

      Swap Contract Termination Date:  The Distribution Date in February 2011.

      Swap Counterparty Trigger Event: A Swap Termination Payment that is
triggered upon (i) an "Event of Default" under the Swap Contract with respect to
which the Swap Counterparty is the sole "Defaulting Party" (as defined in the
Swap Contract) or (ii) a "Termination Event" or "Additional Termination Event"
under the Swap Contract with respect to which the Swap Counterparty is the sole
"Affected Party" (as defined in the Swap Contract).

      Swap Guarantee: The guaranty, dated as of March 17, 2006, by the Swap
Guarantor in favor of the Swap Contract Administrator, a form of which is
attached hereto as Exhibit V-3.

      Swap Guarantor:  Lehman Brothers Holdings Inc.

      Swap Termination Payment: The payment payable to either party under the
Swap Contract due to an early termination of the Swap Contract.

      Swap Trust:  The trust fund established by Section 4.09.

      Swap Trustee: The Bank of New York, a New York banking corporation, not in
its individual capacity, but solely in its capacity as trustee for the benefit
of the Holders of the Interest-Bearing Certificates under this Agreement, and
any successor thereto, and any corporation or national banking association
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor trustee as may from time to time be
serving as successor trustee hereunder.

      Tax Matters Person: The person designated as "tax matters person" in the
manner provided under Treasury regulation ss. 1.860F-4(d) and Treasury
regulation ss. 301.6231(a)(7)-1. Initially, this person shall be the Trustee.

      Tax Matters Person Certificate: With respect to the Master REMIC, REMIC 1
and REMIC 2, the Class A-R Certificate with a Denomination of $0.05 and in the
form of Exhibit E hereto.

      Terminator:  As defined in Section 9.01.

      Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate
that is fixed for 36 months after origination thereof before such Mortgage Rate
becomes subject to adjustment.

                                       49
<PAGE>

      Transaction Documents: This Agreement, the Swap Contract, the Swap
Contract Administration Agreement, the Swap Guarantee and any other document or
agreement entered into in connection with the Trust Fund, the Certificates or
the Mortgage Loans.

      Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.

      Transfer Affidavit:  As defined in Section 5.02(c).

      Transferor Certificate:  As defined in Section 5.02(b).

      Trigger Event: With respect to any Distribution Date on or after the
Stepdown Date, either a Delinquency Trigger Event with respect to that
Distribution Date or a Cumulative Loss Trigger Event with respect to that
Distribution Date.

      Trust Fund: The corpus of the trust created hereunder consisting of (i)
the Mortgage Loans and all interest and principal received on or with respect
thereto after the Cut-off Date to the extent not applied in computing the
Cut-off Date Principal Balance thereof, exclusive of interest not required to be
deposited in the Certificate Account pursuant to Section 3.05(b)(2); (ii) the
Certificate Account, the Distribution Account, the Principal Reserve Fund, the
Carryover Reserve Fund, the Credit Comeback Excess Account, the Pre-Funding
Account and all amounts deposited therein pursuant to the applicable provisions
of this Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the
mortgagee's rights under the Insurance Policies with respect to the Mortgage
Loan; and (v) all proceeds of the conversion, voluntary or involuntary, of any
of the foregoing into cash or other liquid property.

      Trustee: The Bank of New York, a New York banking corporation, not in its
individual capacity, but solely in its capacity as trustee for the benefit of
the Certificateholders under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.

      Trustee Advance Notice:  As defined in Section 4.01(d).

      Trustee Advance Rate: With respect to any Advance made by the Trustee
pursuant to Section 4.01(d), a per annum rate of interest determined as of the
date of such Advance equal to the Prime Rate in effect on such date plus 5.00%.

      Trustee Fee: As to any Distribution Date, an amount equal to one-twelfth
of the Trustee Fee Rate multiplied by the sum of (i) the Pool Stated Principal
Balance and (ii) any amounts remaining in the Pre-Funding Account (excluding any
investment earnings thereon) with respect to such Distribution Date.

      Trustee Fee Rate: With respect to each Mortgage Loan, the per annum rate
agreed upon in writing on or prior to the Closing Date by the Trustee and the
Depositor, which is 0.009% per annum.

                                       50
<PAGE>

      Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate that
is fixed for 24 months after origination thereof before such Mortgage Rate
becomes subject to adjustment.

      Underwriter's Exemption: Prohibited Transaction Exemption 2002-41, 67 Fed.
Reg. 54487 (2002), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of Labor.

      Underwriters: Countrywide Securities Corporation, J.P. Morgan Securities
Inc. and Lehman Brothers Inc.

      Unpaid Realized Loss Amount: For any Class of Certificates and any
Distribution Date, (x) the portion of the aggregate Applied Realized Loss Amount
previously allocated to that Class remaining unpaid from prior Distribution
Dates minus (y) any increase in the Certificate Principal Balance of that Class
due to the allocation of Subsequent Recoveries to the Certificate Principal
Balance of that Class pursuant to Section 4.04(h).

      Voting Rights: The voting rights of all the Certificates that are
allocated to any Certificates for purposes of the voting provisions hereunder.
Voting Rights allocated to each Class of Certificates shall be allocated 97% to
the Certificates other than the Class A-R, Class C and Class P Certificates
(with the allocation among the Certificates to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes), and 1% to each of the Class A-R,
Class C and Class P Certificates. Voting Rights will be allocated among the
Certificates of each such Class in accordance with their respective Percentage
Interests.

      Section 1.02 Certain Interpretive Provisions.

      All terms defined in this Agreement shall have the defined meanings when
used in any certificate, agreement or other document delivered pursuant hereto
unless otherwise defined therein. For purposes of this Agreement and all such
certificates and other documents, unless the context otherwise requires: (a)
accounting terms not otherwise defined in this Agreement, and accounting terms
partly defined in this Agreement to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles; (b) the words "hereof," "herein" and "hereunder" and words of
similar import refer to this Agreement (or the certificate, agreement or other
document in which they are used) as a whole and not to any particular provision
of this Agreement (or such certificate, agreement or document); (c) references
to any Section, Schedule or Exhibit are references to Sections, Schedules and
Exhibits in or to this Agreement, and references to any paragraph, subsection,
clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term "including" means "including without limitation"; (e)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (f) references to
any agreement refer to that agreement as amended from time to time; and (g)
references to any Person include that Person's permitted successors and assigns.

                                       51
<PAGE>

                                  ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

      Section 2.01 Conveyance of Mortgage Loans.

      (a) Each Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Depositor, without recourse, all the right, title and interest of
such Seller in and to the applicable Initial Mortgage Loans, including all
interest and principal received and receivable by such Seller on or with respect
to applicable Initial Mortgage Loans after the Initial Cut-off Date (to the
extent not applied in computing the Cut-off Date Principal Balance thereof) or
deposited into the Certificate Account by the Master Servicer on behalf of such
Seller as part of the Initial Certificate Account Deposit as provided in this
Agreement, other than principal due on the applicable Initial Mortgage Loans on
or prior to the Initial Cut-off Date and interest accruing prior to the Initial
Cut-off Date. The Master Servicer confirms that, on behalf of the Sellers,
concurrently with the transfer and assignment, it has deposited into the
Certificate Account the Initial Certificate Account Deposit.

      Immediately upon the conveyance of the Initial Mortgage Loans referred to
in the preceding paragraph, the Depositor sells, transfers, assigns, sets over
and otherwise conveys to the Trustee for benefit of the Certificateholders,
without recourse, all right title and interest in the Initial Mortgage Loans.

      CHL further agrees (x) to cause The Bank of New York to enter into the
Swap Contract Administration Agreement as Swap Contract Administrator and (y) to
assign all of its right, title and interest in and to the interest rate swap
transaction evidenced by the Confirmation, and to cause all of its obligations
in respect of such transaction to be assumed by, the Swap Contract
Administrator, on the terms and conditions set forth in the Swap Contract
Assignment Agreement.

      (b) Subject to the execution and delivery of the related Subsequent
Transfer Agreement as provided by Section 2.01(d) and the terms and conditions
of this Agreement, each Seller sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, on each Subsequent
Transfer Date, all the right, title and interest of such Seller in and to the
related Subsequent Mortgage Loans, including all interest and principal received
and receivable by such Seller on or with respect to such Subsequent Mortgage
Loans after the related Subsequent Cut-off Date (to the extent not applied in
computing the Cut-off Date Principal Balance thereof) or deposited into the
Certificate Account by the Master Servicer on behalf of such Seller as part of
any related Subsequent Certificate Account Deposit as provided in this
Agreement, other than principal due on such Subsequent Mortgage Loans on or
prior to the related Subsequent Cut-off Date and interest accruing prior to the
related Subsequent Cut-off Date.

      Immediately upon the conveyance of the Subsequent Mortgage Loans referred
to in the preceding paragraph, the Depositor sells, transfers, assigns, sets
over and otherwise conveys to the Trustee for benefit of the Certificateholders,
without recourse, all right title and interest in the Subsequent Mortgage Loans.



                                       52
<PAGE>

      (c) Each Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans by the Depositor and has agreed to take the
actions specified herein. The Depositor, concurrently with the execution and
delivery of this Agreement, hereby sells, transfers, assigns and otherwise
conveys to the Trustee for the use and benefit of the Certificateholders,
without recourse, all right title and interest in the portion of the Trust Fund
not otherwise conveyed to the Trustee pursuant to Section 2.01(a) or (b).

      (d) On any Business Day during the Funding Period designated by CHL to the
Trustee, the Sellers, the Depositor and the Trustee shall complete, execute and
deliver a Subsequent Transfer Agreement. After the execution and delivery of
such Subsequent Transfer Agreement, on the Subsequent Transfer Date, the Trustee
shall set aside in the Pre-Funding Account an amount equal to the related
Subsequent Transfer Date Purchase Amount.

      (e) The transfer of Subsequent Mortgage Loans on the Subsequent Transfer
Date is subject to the satisfaction of each of the following conditions:

            (1) the Trustee and the Underwriters will be provided Opinions of
      Counsel addressed to the Rating Agencies as with respect to the sale of
      the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date
      (such opinions being substantially similar to the opinions delivered on
      the Closing Date to the Rating Agencies with respect to the sale of the
      Initial Mortgage Loans on the Closing Date), to be delivered as provided
      in Section 2.01(f);

            (2) the execution and delivery of such Subsequent Transfer Agreement
      or conveyance of the related Subsequent Mortgage Loans does not result in
      a reduction or withdrawal of any ratings assigned to the Certificates by
      the Rating Agencies;

            (3) the Depositor shall deliver to the Trustee an Officer's
      Certificate confirming the satisfaction of each of the conditions set
      forth in this Section 2.01(e) required to be satisfied by such Subsequent
      Transfer Date;

            (4) each Subsequent Mortgage Loan conveyed on such Subsequent
      Transfer Date satisfies the representations and warranties applicable to
      it under this Agreement, provided, however, that with respect to a breach
      of a representation and warranty with respect to a Subsequent Mortgage
      Loan set forth in this clause (4), the obligation under Section 2.03(e) of
      this Agreement of the applicable Seller, to cure, repurchase or replace
      such Subsequent Mortgage Loan shall constitute the sole remedy against
      such Seller respecting such breach available to Certificateholders, the
      Depositor or the Trustee;

            (5) the Subsequent Mortgage Loans conveyed on such Subsequent
      Transfer Date were selected in a manner reasonably believed not to be
      adverse to the interests of the Certificateholders;

            (6) no Subsequent Mortgage Loan conveyed on such Subsequent Transfer
      Date was 30 or more days delinquent;

                                       53
<PAGE>

            (7) following the conveyance of the Subsequent Mortgage Loans on
      such Subsequent Transfer Date, the characteristics of each Loan Group will
      not vary by more than the amount specified below (other than the
      percentage of Mortgage Loans secured by Mortgaged Properties located in
      the State of California, which will not exceed 50% of the Mortgage Pool
      and the percentage of mortgage loans in the Credit Grade Categories of "C"
      or below, which will not exceed 10% of the Mortgage Loans in each Loan
      Group) from the characteristics listed below; provided that for the
      purpose of making such calculations, the characteristics for any Initial
      Mortgage Loan made will be taken as of the Initial Cut-off Date and the
      characteristics for any Subsequent Mortgage Loans will be taken as of the
      Subsequent Cut-off Date;

Loan Group 1
<TABLE>
<CAPTION>

<S>                                                                            <C>                      <C>
                                                                                                 Permitted Variance
Characteristic                                                                 Value                  or Range
Weighted Average Mortgage Rate..................................               7.800%                   0.10%
Weighted Average Original Loan-to-Value Ratio...................               75.75%                    3%
Weighted Average Credit Bureau Risk Score.......................             600 points               5 points
Percentage Originated under CHL's Full Documentation Loan Program              65.20%                   3.00%
Gross Margin....................................................               6.293%                   0.10%


Loan Group 2
                                                                                                 Permitted Variance
Characteristic                                                                 Value                  or Range
Weighted Average Mortgage Rate..................................               7.604%                   0.10%
Weighted Average Original Loan-to-Value Ratio...................               77.14%                    3%
Weighted Average Credit Bureau Risk Score.......................             609 points               5 points
Percentage Originated under CHL's Full Documentation Loan Program              63.08%                   3.00%
Gross Margin....................................................               6.734%                   0.10%
</TABLE>

            (8) none of the Sellers or the Depositor is insolvent and neither of
      the Sellers nor the Depositor will be rendered insolvent by the conveyance
      of Subsequent Mortgage Loans on such Subsequent Transfer Date; and

            (9) the Trustee and the Underwriters will be provided with an
      Opinion of Counsel, which Opinion of Counsel shall not be at the expense
      of either the Trustee or the Trust Fund, addressed to the Trustee, to the
      effect that such purchase of Subsequent Mortgage Loans will not (i) result
      in the imposition of the tax on "prohibited transactions" on the Trust
      Fund or contributions after the Startup Date, as defined in Sections
      860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC
      formed hereunder to fail to qualify as a REMIC, such opinion to be
      delivered as provided in Section 2.01(f).



                                       54
<PAGE>

      The Trustee shall not be required to investigate or otherwise verify
compliance with these conditions, except for its own receipt of documents
specified above, and shall be entitled to rely on the required Officer's
Certificate.

      (f) Within six Business Days after each Subsequent Transfer Date, upon (1)
delivery to the Trustee by the Depositor of the Opinions of Counsel referred to
in Section 2.01(e)(1) and (e)(9), (2) delivery to the Trustee by CHL (on behalf
of each Seller) of a Loan Number and Borrower Identification Mortgage Loan
Schedule reflecting the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date and the Loan Group into which each Subsequent Mortgage Loan was
conveyed, (3) deposit in the Certificate Account by the Master Servicer on
behalf of the Sellers of the applicable Subsequent Certificate Account Deposit,
and (4) delivery to the Trustee by the Depositor of an Officer's Certificate
confirming the satisfaction of each of the conditions precedent set forth in
this Section 2.01(f), the Trustee shall pay the applicable Seller the Subsequent
Transfer Date Transfer Amount from such funds that were set aside in the
Pre-Funding Account pursuant to Section 2.01(d). The positive difference, if
any, between the Subsequent Transfer Date Transfer Amount and the Subsequent
Transfer Date Purchase Amount shall be re-invested by the Trustee in the
Pre-Funding Account.

      The Trustee shall not be required to investigate or otherwise verify
compliance with the conditions set forth in the preceding paragraph, except for
its own receipt of documents specified above, and shall be entitled to rely on
the required Officer's Certificate.

      Within thirty days after each Subsequent Transfer Date, the Depositor
shall deliver to the Trustee a letter of a nationally recognized firm of
independent public accountants stating whether or not the Subsequent Mortgage
Loans conveyed on such Subsequent Transfer Date conform to the characteristics
described in Section 2.01(e)(6) and (7).

      (g) In connection with the transfer and assignment of each Mortgage Loan,
the Depositor has delivered to, and deposited with, the Trustee (or, in the case
of the Delay Delivery Mortgage Loans, will deliver to, and deposit with, the
Trustee within the time periods specified in the definition of Delay Delivery
Mortgage Loans) (except as provided in clause (vi) below) for the benefit of the
Certificateholders, the following documents or instruments with respect to each
such Mortgage Loan so assigned (with respect to each Mortgage Loan, clause (i)
through (vi) below, together, the "Mortgage File" for each such Mortgage Loan):

            (i) the original Mortgage Note, endorsed by manual or facsimile
      signature in blank in the following form: "Pay to the order of
      ________________ without recourse", with all intervening endorsements that
      show a complete chain of endorsement from the originator to the Person
      endorsing the Mortgage Note (each such endorsement being sufficient to
      transfer all right, title and interest of the party so endorsing, as
      noteholder or assignee thereof, in and to that Mortgage Note), or, if the
      original Mortgage Note has been lost or destroyed and not replaced, an
      original lost note affidavit, stating that the original Mortgage Note was
      lost or destroyed, together with a copy of the related Mortgage Note and
      all such intervening endorsements;



                                       55
<PAGE>

            (ii) in the case of each Mortgage Loan that is not a MERS Mortgage
      Loan, the original recorded Mortgage or a copy of such Mortgage, with
      recording information, and in the case of each MERS Mortgage Loan, the
      original Mortgage or a copy of such Mortgage, with recording information,
      noting the presence of the MIN of the Mortgage Loan and language
      indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a
      MOM Loan, with evidence of recording indicated thereon, or a copy of the
      Mortgage certified by the public recording office in which such Mortgage
      has been recorded;

            (iii) in the case of each Mortgage Loan that is not a MERS Mortgage
      Loan, a duly executed assignment of the Mortgage to "Asset-Backed
      Certificates, Series 2006-4, CWABS, Inc., by The Bank of New York, a New
      York banking corporation, as trustee under the Pooling and Servicing
      Agreement dated as of February 1, 2006, without recourse" or a copy of
      such assignment, with recording information, (each such assignment, when
      duly and validly completed, to be in recordable form and sufficient to
      effect the assignment of and transfer to the assignee thereof, under the
      Mortgage to which such assignment relates);

            (iv) the original recorded assignment or assignments of the Mortgage
      or a copy of such assignments, with recording information, together with
      all interim recorded assignments of such Mortgage or a copy of such
      assignments, with recording information (in each case noting the presence
      of a MIN in the case of each MERS Mortgage Loan);

            (v) the original or copies of each assumption, modification, written
      assurance or substitution agreement, if any; and

            (vi) the original or duplicate original lender's title policy or a
      copy of lender's title policy or a printout of the electronic equivalent
      and all riders thereto or, in the event such original title policy has not
      been received from the insurer, such original or duplicate original
      lender's title policy and all riders thereto shall be delivered within one
      year of the Closing Date.

      In addition, in connection with the assignment of any MERS Mortgage Loan,
each Seller agrees that it will cause, at such Seller's own expense, the MERS(R)
System to indicate (and provide evidence to the Trustee that it has done so)
that such Mortgage Loans have been assigned by such Seller to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by
including (or deleting, in the case of Mortgage Loans which are repurchased in
accordance with this Agreement) in such computer files (a) the code "[IDENTIFY
TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR TRUSTEE]"
which identifies the Trustee and (b) the code "[IDENTIFY SERIES SPECIFIC CODE
NUMBER]" in the field "Pool Field" which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Sellers further
agree that they will not, and will not permit the Master Servicer to, and the
Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.



                                       56
<PAGE>

      In the event that in connection with any Mortgage Loan that is not a MERS
Mortgage Loan a Seller cannot deliver the original recorded Mortgage or all
interim recorded assignments of the Mortgage satisfying the requirements of
clause (ii), (iii) or (iv) concurrently with the execution and delivery hereof,
such Seller shall deliver or cause to be delivered to the Trustee a true copy of
such Mortgage and of each such undelivered interim assignment of the Mortgage
each certified by such Seller, the applicable title company, escrow agent or
attorney, or the originator of such Mortgage, as the case may be, to be a true
and complete copy of the original Mortgage or assignment of Mortgage submitted
for recording. For any such Mortgage Loan that is not a MERS Mortgage Loan each
Seller shall promptly deliver or cause to be delivered to the Trustee such
original Mortgage and such assignment or assignments with evidence of recording
indicated thereon upon receipt thereof from the public recording official, or a
copy thereof, certified, if appropriate, by the relevant recording office, but
in no event shall any such delivery be made later than 270 days following the
Closing Date; provided that in the event that by such date such Seller is unable
to deliver or cause to be delivered each such Mortgage and each interim
assignment by reason of the fact that any such documents have not been returned
by the appropriate recording office, or, in the case of each interim assignment,
because the related Mortgage has not been returned by the appropriate recording
office, such Seller shall deliver or cause to be delivered such documents to the
Trustee as promptly as possible upon receipt thereof. If the public recording
office in which a Mortgage or interim assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be true
and complete by such recording office, shall satisfy a Seller's obligations in
Section 2.01. If any document submitted for recording pursuant to this Agreement
is (x) lost prior to recording or rejected by the applicable recording office,
the applicable Seller shall immediately prepare or cause to be prepared a
substitute and submit it for recording, and shall deliver copies and originals
thereof in accordance with the foregoing or (y) lost after recording, the
applicable Seller shall deliver to the Trustee a copy of such document certified
by the applicable public recording office to be a true and complete copy of the
original recorded document. Each Seller shall promptly forward or cause to be
forwarded to the Trustee (x) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (y) any other
documents required to be delivered by the Depositor or the Master Servicer to
the Trustee within the time periods specified in this Section 2.01.

      With respect to each Mortgage Loan other than a MERS Mortgage Loan as to
which the related Mortgaged Property and Mortgage File are located in (a) the
State of California or (b) any other jurisdiction under the laws of which the
recordation of the assignment specified in clause (iii) above is not necessary
to protect the Trustee's and the Certificateholders' interest in the related
Mortgage Loan, as evidenced by an Opinion of Counsel delivered by CHL to the
Trustee and a copy to the Rating Agencies, in lieu of recording the assignment
specified in clause (iii) above, the applicable Seller may deliver an unrecorded
assignment in blank, in form otherwise suitable for recording to the Trustee;
provided that if the related Mortgage has not been returned from the applicable
public recording office, such assignment, or any copy thereof, of the Mortgage
may exclude the information to be provided by the recording office. As to any
Mortgage Loan other than a MERS Mortgage Loan, the procedures of the preceding
sentence shall be applicable only so long as the related Mortgage File is
maintained in the possession of the Trustee in the State or jurisdiction
described in such sentence. In the event that with respect to Mortgage Loans
other than MERS Mortgage Loans (I) any Seller, the Depositor, the Master


                                       57
<PAGE>

Servicer or the NIM Insurer gives written notice to the Trustee that recording
is required to protect the right, title and interest of the Trustee on behalf of
the Certificateholders in and to any Mortgage Loan, (II) a court recharacterizes
any sale of the Mortgage Loans as a financing, or (III) as a result of any
change in or amendment to the laws of the State or jurisdiction described in the
first sentence of this paragraph or any applicable political subdivision
thereof, or any change in official position regarding application or
interpretation of such laws, including a holding by a court of competent
jurisdiction, such recording is so required, the Trustee shall complete the
assignment in the manner specified in clause (iii) above and CHL shall submit or
cause to be submitted for recording as specified above or, should CHL fail to
perform such obligations, the Trustee shall cause the Master Servicer, at the
Master Servicer's expense, to cause each such previously unrecorded assignment
to be submitted for recording as specified above. In the event a Mortgage File
is released to the Master Servicer as a result of the Master Servicer's having
completed a Request for Document Release, the Trustee shall complete the
assignment of the related Mortgage in the manner specified in clause (iii)
above.

      So long as the Trustee or its agent maintains an office in the State of
California, the Trustee or its agent shall maintain possession of and not remove
or attempt to remove from the State of California any of the Mortgage Files as
to which the related Mortgaged Property is located in such State. In the event
that a Seller fails to record an assignment of a Mortgage Loan as herein
provided within 90 days of notice of an event set forth in clause (I), (II) or
(III) of the preceding paragraph, the Master Servicer shall prepare and, if
required hereunder, file such assignments for recordation in the appropriate
real property or other records office. Each Seller hereby appoints the Master
Servicer (and any successor servicer hereunder) as its attorney-in-fact with
full power and authority acting in its stead for the purpose of such
preparation, execution and filing.

      In the case of Mortgage Loans that become the subject of a Principal
Prepayment between the Closing Date (in the case of Initial Mortgage Loans)
or related Subsequent Transfer Date (in the case of Subsequent Mortgage Loans)
and the Cut-off Date, CHL shall deposit or cause to be deposited in the
Certificate Account the amount required to be deposited therein with respect to
such payment pursuant to Section 3.05 hereof.

      Notwithstanding anything to the contrary in this Agreement, within thirty
days after the Closing Date (in the case of Initial Mortgage Loans) or within
twenty days after the related Subsequent Transfer Date (in the case of
Subsequent Mortgage Loans), CHL (on behalf of each Seller) shall either (i)
deliver to the Trustee the Mortgage File as required pursuant to this Section
2.01 for each Delay Delivery Mortgage Loan or (ii) (A) repurchase the Delay
Delivery Mortgage Loan or (B) substitute the Delay Delivery Mortgage Loan for a
Replacement Mortgage Loan, which repurchase or substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, provided that if CHL fails to deliver a Mortgage File for any Delay
Delivery Mortgage Loan within the period provided in the prior sentence, the
cure period provided for in Section 2.02 or in Section 2.03 shall not apply to
the initial delivery of the Mortgage File for such Delay Delivery Mortgage Loan,
but rather CHL shall have five (5) Business Days to cure such failure to
deliver. CHL shall promptly provide each Rating Agency with written notice of
any cure, repurchase or substitution made pursuant to the proviso of the
preceding sentence. On or before the thirtieth (30th) day (or if such thirtieth
day is not a Business Day, the succeeding Business Day) after the Closing Date
(in the case of Initial Mortgage Loans)

                                       58
<PAGE>

or within twenty days after the related Subsequent Transfer Date (in the case
of Subsequent Mortgage Loans), the Trustee shall, in accordance with the
provisions of Section 2.02, send a Delay Delivery Certification substantially
in the form annexed hereto as Exhibit G-3 (with any applicable exceptions
noted thereon) for all Delay Delivery Mortgage Loans delivered within thirty
(30) days after such date. The Trustee will promptly send a copy of such Delay
Delivery Certification to each Rating Agency.

      Each Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans sold by such Seller to the Depositor and has
agreed to take the actions specified herein. The Depositor, concurrently with
the execution and delivery of this Agreement, hereby sells, transfers, assigns
and otherwise conveys to the Trustee for the use and benefit of the
Certificateholders, without recourse, all right title and interest in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund pursuant to
Sections 2.01(a) or (b).

      Section 2.02      Acceptance by Trustee of the Mortgage Loans.

      (a) The Trustee acknowledges receipt, subject to the limitations
contained in and any exceptions noted in the Initial Certification in the form
annexed hereto as Exhibit G-1 and in the list of exceptions attached thereto,
of the documents referred to in clauses (i) and (iii) of Section 2.01(g) above
with respect to the Initial Mortgage Loans and all other assets included in
the Trust Fund and declares that it holds and will hold such documents and the
other documents delivered to it constituting the Mortgage Files, and that it
holds or will hold such other assets included in the Trust Fund, in trust for
the exclusive use and benefit of all present and future Certificateholders.

      The Trustee agrees to execute and deliver on the Closing Date to the
Depositor, the Master Servicer and CHL (on behalf of each Seller) an Initial
Certification substantially in the form annexed hereto as Exhibit G-1 to the
effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Initial Mortgage Loan paid in full or any Initial
Mortgage Loan specifically identified in such certification as not covered by
such certification), the documents described in Section 2.01(g)(i) and, in the
case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the
documents described in Section 2.01(g)(iii) with respect to such Initial
Mortgage Loans as are in the Trustee's possession and based on its review and
examination and only as to the foregoing documents, such documents appear
regular on their face and relate to such Initial Mortgage Loan. The Trustee
agrees to execute and deliver within 30 days after the Closing Date to the
Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim
Certification substantially in the form annexed hereto as Exhibit G-2 to the
effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Initial Mortgage Loan paid in full or any Initial
Mortgage Loan specifically identified in such certification as not covered by
such certification) all documents required to be delivered to the Trustee
pursuant to the Agreement with respect to such Initial Mortgage Loans are in its
possession (except those documents described in Section 2.01(g)(vi)) and based
on its review and examination and only as to the foregoing documents, (i) such
documents appear regular on their face and relate to such Initial Mortgage Loan,
and (ii) the information set forth in items (i), (iv), (v), (vi), (viii), (ix)
and (xv) of the definition of the "Mortgage Loan Schedule" accurately reflects
information set forth in the Mortgage File. On or before the thirtieth (30th)
day after the Closing Date (or if such thirtieth day is not a Business Day, the
succeeding Business Day), the


                                       59
<PAGE>

Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf
of each Seller) a Delay Delivery Certification with respect to the Initial
Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with
any applicable exceptions noted thereon. The Trustee shall be under no duty or
obligation to inspect, review or examine such documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable or appropriate for the represented purpose or that they have
actually been recorded in the real estate records or that they are other than
what they purport to be on their face.

      Not later than 180 days after the Closing Date, the Trustee shall deliver
to the Depositor, the Master Servicer, CHL (on behalf of each Seller) and any
Certificateholder that so requests, a Final Certification with respect to the
Initial Mortgage Loans substantially in the form annexed hereto as Exhibit H,
with any applicable exceptions noted thereon.

      In connection with the Trustee's completion and delivery of such Final
Certification, the Trustee shall review each Mortgage File with respect to the
Initial Mortgage Loans to determine that such Mortgage File contains the
following documents:

            (i) the original Mortgage Note, endorsed by manual or facsimile
      signature in blank in the following form: "Pay to the order of
      ________________ without recourse", with all intervening endorsements that
      show a complete chain of endorsement from the originator to the Person
      endorsing the Mortgage Note (each such endorsement being sufficient to
      transfer all right, title and interest of the party so endorsing, as
      noteholder or assignee thereof, in and to that Mortgage Note), or, if the
      original Mortgage Note has been lost or destroyed and not replaced, an
      original lost note affidavit, stating that the original Mortgage Note was
      lost or destroyed, together with a copy of the related Mortgage Note and
      all such intervening endorsements;

            (ii) in the case of each Initial Mortgage Loan that is not a MERS
      Mortgage Loan, the original recorded Mortgage or a copy of such Mortgage,
      with recording information, and in the case of each Initial Mortgage Loan
      that is a MERS Mortgage Loan, the original Mortgage or a copy of such
      Mortgage, with recording information, noting the presence of the MIN of
      the Initial Mortgage Loan and language indicating that the Mortgage Loan
      is a MOM Loan if the Initial Mortgage Loan is a MOM Loan, with evidence of
      recording indicated thereon, or a copy of the Mortgage certified by the
      public recording office in which Mortgage has been recorded;

            (iii) in the case of each Initial Mortgage Loan that is not a MERS
      Mortgage Loan, a duly executed assignment of the Mortgage or a copy
      thereof with recording information, in either case in the form permitted
      by Section 2.01;

            (iv) the original recorded assignment or assignments of the Mortgage
      or a copy of such assignments, with recording information, together with
      all interim recorded assignments of such Mortgage or a copy of such
      assignments, with recording information (in each case noting the presence
      of a MIN in the case of each MERS Mortgage Loan);



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<PAGE>

            (v) the original or copies of each assumption, modification, written
      assurance or substitution agreement, if any; and

            (vi) the original or duplicate original lender's title policy or a
      copy of lender's title policy or a printout of the electronic equivalent
      and all riders thereto.

      If, in the course of such review, the Trustee finds any document or
documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include such
exceptions in such Final Certification (and the Trustee shall state in such
Final Certification whether any Mortgage File does not then include the original
or duplicate original lender's title policy or a printout of the electronic
equivalent and all riders thereto). If the public recording office in which a
Mortgage or assignment thereof is recorded retains the original of such Mortgage
or assignment, a copy of the original Mortgage or assignment so retained, with
evidence of recording thereon, certified to be true and complete by such
recording office, shall be deemed to satisfy the requirements of clause (ii),
(iii) or (iv) above, as applicable. CHL shall promptly correct or cure such
defect referred to above within 90 days from the date it was so notified of such
defect and, if CHL does not correct or cure such defect within such period, CHL
shall either (A) if the time to cure such defect expires prior to the end of the
second anniversary of the Closing Date, substitute for the related Initial
Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (B) purchase such Initial Mortgage Loan from the Trust Fund within 90
days from the date CHL was notified of such defect in writing at the Purchase
Price of such Initial Mortgage Loan; provided that any such substitution
pursuant to (A) above or repurchase pursuant to (B) above shall not be effected
prior to the delivery to the Trustee of the Opinion of Counsel required by
Section 2.05 hereof and any substitution pursuant to (A) above shall not be
effected prior to the additional delivery to the Trustee of a Request for File
Release. No substitution will be made in any calendar month after the
Determination Date for such month. The Purchase Price for any such Initial
Mortgage Loan shall be deposited by CHL in the Certificate Account and, upon
receipt of such deposit and Request for File Release with respect thereto, the
Trustee shall release the related Mortgage File to CHL and shall execute and
deliver at CHL's request such instruments of transfer or assignment as CHL has
prepared, in each case without recourse, as shall be necessary to vest in CHL,
or a designee, the Trustee's interest in any Initial Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases an
Initial Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage to
be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations.

      The Trustee shall retain possession and custody of each Mortgage File in
accordance with and subject to the terms and conditions set forth herein. Each
Seller shall promptly deliver to the Trustee, upon the execution or receipt
thereof, the originals of such other documents or instruments constituting the
Mortgage File that come into the possession of such Seller from time to time.

      It is understood and agreed that the obligation of CHL to substitute for
or to purchase any Mortgage Loan that does not meet the requirements of Section
2.02(a) above shall



                                       61
<PAGE>

constitute the sole remedy respecting such defect available to the Trustee, the
Depositor and any Certificateholder against any Seller.

      It is understood and agreed that the obligation of CHL to substitute for
or to purchase, pursuant to Section 2.02(a), any Initial Mortgage Loan whose
Mortgage File contains any document or documents that does not meet the
requirements of clauses (i)-(iv) and (vi) above and which defect is not
corrected or cured by CHL within 90 days from the date it was notified of such
defect, shall constitute the sole remedy respecting such defect available to the
Trustee, the Depositor and any Certificateholder against any Seller.

      (b) The Trustee agrees to execute and deliver on the Subsequent Transfer
Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an
Initial Certification substantially in the form annexed hereto as Exhibit G-4 to
the effect that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent
Mortgage Loan specifically identified in such certification as not covered by
such certification), the documents described in Section 2.01(g)(i) and, in the
case of each Subsequent Mortgage Loan that is not a MERS Mortgage Loan, the
documents described in Section 2.01(g)(iii), with respect to such Subsequent
Mortgage Loan are in its possession, and based on its review and examination and
only as to the foregoing documents, such documents appear regular on their face
and relate to such Subsequent Mortgage Loan.

      The Trustee agrees to execute and deliver within 30 days after the
Subsequent Transfer Date to the Depositor, the Master Servicer and CHL (on
behalf of each Seller) an Interim Certification substantially in the form
annexed hereto as Exhibit G-2 to the effect that, as to each Subsequent Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage
Loan paid in full or any Subsequent Mortgage Loan specifically identified in
such certification as not covered by such certification), all documents required
to be delivered to it pursuant to this Agreement with respect to such Subsequent
Mortgage Loan are in its possession (except those described in Section
2.01(g)(vi)) and based on its review and examination and only as to the
foregoing documents, (i) such documents appear regular on their face and relate
to such Subsequent Mortgage Loan, and (ii) the information set forth in items
(i), (iv), (v), (vi), (viii), (ix) and (xv) of the definition of the "Mortgage
Loan Schedule" accurately reflects information set forth in the Mortgage File.
On or before the thirtieth (30th) day after the Subsequent Transfer Date (or if
such thirtieth day is not a Business Day, the succeeding Business Day), the
Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf
of each Seller) a Delay Delivery Certification with respect to the Subsequent
Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any
applicable exceptions noted thereon, together with a Subsequent Certification
substantially in the form annexed hereto as Exhibit G-4. The Trustee shall be
under no duty or obligation to inspect, review or examine such documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.

      Not later than 180 days after the Subsequent Transfer Date, the Trustee
shall deliver to the Depositor, the Master Servicer, CHL (on behalf of each
Seller) and to any Certificateholder that so requests a Final Certification with
respect to the Subsequent Mortgage



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<PAGE>

Loans substantially in the form annexed hereto as Exhibit H, with any applicable
exceptions noted thereon.

      In connection with the Trustee's completion and delivery of such Final
Certification, the Trustee shall review each Mortgage File with respect to the
Subsequent Mortgage Loans to determine that such Mortgage File contains the
following documents:

            (i) the original Mortgage Note, endorsed by manual or facsimile
      signature in blank in the following form: "Pay to the order of
      ________________ without recourse", with all intervening endorsements that
      show a complete chain of endorsement from the originator to the Person
      endorsing the Mortgage Note (each such endorsement being sufficient to
      transfer all right, title and interest of the party so endorsing, as
      noteholder or assignee thereof, in and to that Mortgage Note), or, if the
      original Mortgage Note has been lost or destroyed and not replaced, an
      original lost note affidavit, stating that the original Mortgage Note was
      lost or destroyed, together with a copy of the related Mortgage Note and
      all such intervening endorsements;

            (ii) in the case of each Subsequent Mortgage Loan that is not a MERS
      Mortgage Loan, the original recorded Mortgage or a copy of such Mortgage,
      with recording information, and in the case of each Subsequent Mortgage
      Loan that is a MERS Mortgage Loan, the original Mortgage or a copy of such
      Mortgage, with recording information, noting the presence of the MIN of
      the Subsequent Mortgage Loan and language indicating that the Subsequent
      Mortgage Loan is a MOM Loan if the Subsequent Mortgage Loan is a MOM Loan,
      with evidence of recording indicated thereon, or a copy of the Mortgage
      certified by the public recording office in which Mortgage has been
      recorded;

            (iii) in the case of each Subsequent Mortgage Loan that is not a
      MERS Mortgage Loan, a duly executed assignment of the Mortgage or a copy
      thereof with recording information, in either case in the form permitted
      by Section 2.01;

            (iv) the original recorded assignment or assignments of the Mortgage
      or a copy of such assignments, with recording information, together with
      all interim recorded assignments of such Mortgage or a copy of such
      assignments, with recording information (in each case noting the presence
      of a MIN in the case of each MERS Mortgage Loan);

            (v) the original or copies of each assumption, modification, written
      assurance or substitution agreement, if any; and

            (vi) the original or duplicate original lender's title policy or a
      copy of lender's title policy or a printout of the electronic equivalent
      and all riders thereto.

      If, in the course of such review, the Trustee finds any document or
documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include such
exceptions in such Final Certification (and the Trustee shall state in such
Final Certification whether any Mortgage File does not then include the original
or duplicate original lender's title policy or a printout of the electronic
equivalent and all




                                       63
<PAGE>

riders thereto). If the public recording office in which a Mortgage or
assignment thereof is recorded retains the original of such Mortgage or
assignment, a copy of the original Mortgage or assignment so retained, with
evidence of recording thereon, certified to be true and complete by such
recording office, shall be deemed to satisfy the requirements of clause (ii),
(iii) or (iv) above, as applicable. CHL shall promptly correct or cure such
defect referred to above within 90 days from the date it was so notified of such
defect and, if CHL does not correct or cure such defect within such period, CHL
shall either (A) if the time to cure such defect expires prior to the end of the
second anniversary of the Closing Date, substitute for the related Subsequent
Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (B) purchase such Subsequent Mortgage Loan from the Trust Fund within
90 days from the date CHL was notified of such defect in writing at the Purchase
Price of such Subsequent Mortgage Loan; provided that any such substitution
pursuant to (A) above or repurchase pursuant to (B) above shall not be effected
prior to the delivery to the Trustee of the Opinion of Counsel required by
Section 2.05 hereof and any substitution pursuant to (A) above shall not be
effected prior to the additional delivery to the Trustee of a Request for File
Release. No substitution will be made in any calendar month after the
Determination Date for such month. The Purchase Price for any such Subsequent
Mortgage Loan shall be deposited by CHL in the Certificate Account and, upon
receipt of such deposit and Request for File Release with respect thereto, the
Trustee shall release the related Mortgage File to CHL and shall execute and
deliver at CHL's request such instruments of transfer or assignment as CHL has
prepared, in each case without recourse, as shall be necessary to vest in CHL,
or a designee, the Trustee's interest in any Subsequent Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a
Subsequent Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage to
be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations.

      The Trustee shall retain possession and custody of each Mortgage File in
accordance with and subject to the terms and conditions set forth herein. Each
Seller shall promptly deliver to the Trustee, upon the execution or receipt
thereof, the originals of such other documents or instruments constituting the
Mortgage File that come into the possession of such Seller from time to time.

      It is understood and agreed that the obligation of the Sellers to
substitute for or to purchase, pursuant to Section 2.02(b), any Subsequent
Mortgage Loan whose Mortgage File contains any document or documents that does
not meet the requirements of clauses (i)-(iv) and (vi) above and which defect is
not corrected or cured by such Seller within 90 days from the date it was
notified of such defect, shall constitute the sole remedy respecting such defect
available to the Trustee, the Depositor and any Certificateholder against the
Sellers.



                                       64
<PAGE>

      Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Sellers.

      (a) The Master Servicer hereby represents and warrants to the Depositor
and the Trustee as follows, as of the date hereof with respect to the Initial
Mortgage Loans, and the related Subsequent Transfer Date with respect to the
Subsequent Mortgage Loans:

            (1) The Master Servicer is duly organized as a Texas limited
      partnership and is validly existing and in good standing under the laws of
      the State of Texas and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the
      Master Servicer in any state in which a Mortgaged Property is located or
      is otherwise not required under applicable law to effect such
      qualification and, in any event, is in compliance with the doing business
      laws of any such state, to the extent necessary to ensure its ability to
      enforce each Mortgage Loan, to service the Mortgage Loans in accordance
      with the terms of this Agreement and to perform any of its other
      obligations under this Agreement in accordance with the terms hereof.

            (2) The Master Servicer has the full partnership power and authority
      to sell and service each Mortgage Loan, and to execute, deliver and
      perform, and to enter into and consummate the transactions contemplated by
      this Agreement and has duly authorized by all necessary partnership action
      on the part of the Master Servicer the execution, delivery and performance
      of this Agreement; and this Agreement, assuming the due authorization,
      execution and delivery hereof by the other parties hereto, constitutes a
      legal, valid and binding obligation of the Master Servicer, enforceable
      against the Master Servicer in accordance with its terms, except that (a)
      the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors'
      rights generally and (b) the remedy of specific performance and injunctive
      and other forms of equitable relief may be subject to equitable defenses
      and to the discretion of the court before which any proceeding therefor
      may be brought.

            (3) The execution and delivery of this Agreement by the Master
      Servicer, the servicing of the Mortgage Loans by the Master Servicer under
      this Agreement, the consummation of any other of the transactions
      contemplated by this Agreement, and the fulfillment of or compliance with
      the terms hereof are in the ordinary course of business of the Master
      Servicer and will not (A) result in a material breach of any term or
      provision of the certificate of limited partnership, partnership agreement
      or other organizational document of the Master Servicer or (B) materially
      conflict with, result in a material breach, violation or acceleration of,
      or result in a material default under, the terms of any other material
      agreement or instrument to which the Master Servicer is a party or by
      which it may be bound, or (C) constitute a material violation of any
      statute, order or regulation applicable to the Master Servicer of any
      court, regulatory body, administrative agency or governmental body




                                       65
<PAGE>

      having jurisdiction over the Master Servicer; and the Master Servicer is

      not in breach or violation of any material indenture or other material
      agreement or instrument, or in violation of any statute, order or
      regulation of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over it which breach or
      violation may materially impair the Master Servicer's ability to perform
      or meet any of its obligations under this Agreement.

            (4) The Master Servicer is an approved servicer of conventional
      mortgage loans for Fannie Mae and Freddie Mac and is a mortgagee approved
      by the Secretary of Housing and Urban Development pursuant to sections 203
      and 211 of the National Housing Act.

            (5) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened, against the Master Servicer that would
      materially and adversely affect the execution, delivery or enforceability
      of this Agreement or the ability of the Master Servicer to service the
      Mortgage Loans or to perform any of its other obligations under this
      Agreement or any Subsequent Transfer Agreement in accordance with the
      terms hereof or thereof.

            (6) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Master Servicer of, or compliance by the Master
      Servicer with, this Agreement or the consummation of the transactions
      contemplated hereby, or if any such consent, approval, authorization or
      order is required, the Master Servicer has obtained the same.

            (7) The Master Servicer is a member of MERS in good standing, and
      will comply in all material respects with the rules and procedures of MERS
      in connection with the servicing of the Mortgage Loans for as long as such
      Mortgage Loans are registered with MERS.

            (8) The Master Servicer has fully furnished and will fully furnish,
      in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (i.e., favorable and
      unfavorable) on its borrower credit files to Equifax, Experian, and Trans
      Union Credit Information Company (three of the credit repositories), on a
      monthly basis for the Mortgage Loans in Loan Group 1.

      (b) CHL hereby represents and warrants to the Depositor and the Trustee as
follows, as of the Initial Cut-off Date in the case of the Initial Mortgage
Loans and as of the related Subsequent Cut-off Date in the case of the
Subsequent Mortgage Loans (unless otherwise indicated or the context otherwise
requires, percentages with respect to the Initial Mortgage Loans in the Trust
Fund or in a Loan Group or Loan Groups are measured by the Cut-off Date
Principal Balance of the Initial Mortgage Loans in the Trust Fund or of the
Initial Mortgage Loans in the related Loan Group or Loan Groups, as applicable):

            (1) CHL is duly organized as a New York corporation and is validly
      existing and in good standing under the laws of the State of New York and
      is duly authorized and qualified to transact any and all business
      contemplated by this Agreement and each Subsequent Transfer Agreement to
      be conducted by CHL in any state in which a Mortgaged Property is located
      or is otherwise not required under applicable law to effect such
      qualification and, in any event, is in compliance with the doing business
      laws of any such state, to the extent necessary to ensure its ability to
      enforce each Mortgage



                                       66
<PAGE>

      Loan, to sell the CHL Mortgage Loans in accordance with the terms of
      this Agreement and each Subsequent Transfer Agreement and to perform
      any of its other obligations under this Agreement and each Subsequent
      Transfer Agreement in accordance with the terms hereof and thereof.

            (2) CHL has the full corporate power and authority to sell each CHL
      Mortgage Loan, and to execute, deliver and perform, and to enter into and
      consummate the transactions contemplated by this Agreement and each
      Subsequent Transfer Agreement and has duly authorized by all necessary
      corporate action on the part of CHL the execution, delivery and
      performance of this Agreement and each Subsequent Transfer Agreement; and
      this Agreement and each Subsequent Transfer Agreement, assuming the due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes a legal, valid and binding obligation of CHL, enforceable
      against CHL in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors'
      rights generally and (b) the remedy of specific performance and injunctive
      and other forms of equitable relief may be subject to equitable defenses
      and to the discretion of the court before which any proceeding therefor
      may be brought.

            (3) The execution and delivery of this Agreement and each Subsequent
      Transfer Agreement by CHL, the sale of the CHL Mortgage Loans by CHL under
      this Agreement and each Subsequent Transfer Agreement, the consummation of
      any other of the transactions contemplated by this Agreement and each
      Subsequent Transfer Agreement, and the fulfillment of or compliance with
      the terms hereof and thereof are in the ordinary course of business of CHL
      and will not (A) result in a material breach of any term or provision of
      the charter or by-laws of CHL or (B) materially conflict with, result in a
      material breach, violation or acceleration of, or result in a material
      default under, the terms of any other material agreement or instrument to
      which CHL is a party or by which it may be bound, or (C) constitute a
      material violation of any statute, order or regulation applicable to CHL
      of any court, regulatory body, administrative agency or governmental body
      having jurisdiction over CHL; and CHL is not in breach or violation of any
      material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory
      body, administrative agency or governmental body having jurisdiction over
      it which breach or violation may materially impair CHL's ability to
      perform or meet any of its obligations under this Agreement and each
      Subsequent Transfer Agreement.

            (4) CHL is an approved seller of conventional mortgage loans for
      Fannie Mae and Freddie Mac and is a mortgagee approved by the Secretary of
      Housing and Urban Development pursuant to sections 203 and 211 of the
      National Housing Act.

            (5) No litigation is pending or, to the best of CHL's knowledge,
      threatened, against CHL that would materially and adversely affect the
      execution, delivery or enforceability of this Agreement or any Subsequent
      Transfer Agreement or the ability of CHL to sell the CHL Mortgage Loans or
      to perform any of its other obligations under this Agreement or any
      Subsequent Transfer Agreement in accordance with the terms hereof or
      thereof.

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<PAGE>

            (6) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by CHL of, or compliance by CHL with, this Agreement or any
      Subsequent Transfer Agreement or the consummation of the transactions
      contemplated hereby, or if any such consent, approval, authorization or
      order is required, CHL has obtained the same.

            (7) The information set forth on Exhibit F-1 hereto with respect to
      each Initial Mortgage Loan is true and correct in all material respects as
      of the Closing Date.

            (8) CHL will treat the transfer of the CHL Mortgage Loans to the
      Depositor as a sale of the CHL Mortgage Loans for all tax, accounting and
      regulatory purposes.

            (9) None of the Mortgage Loans is delinquent in payment of principal
      and interest.

            (10) No Mortgage Loan had a Loan-to-Value Ratio at origination in
      excess of 100.00%.

            (11) Each Mortgage Loan is secured by a valid and enforceable first
      lien on the related Mortgaged Property subject only to (1) the lien of
      non-delinquent current real property taxes and assessments, (2) covenants,
      conditions and restrictions, rights of way, easements and other matters of
      public record as of the date of recording of such Mortgage, such
      exceptions appearing of record being acceptable to mortgage lending
      institutions generally or specifically reflected in the appraisal made in
      connection with the origination of the related Mortgage Loan and (3) other
      matters to which like properties are commonly subject that do not
      materially interfere with the benefits of the security intended to be
      provided by such Mortgage.

            (12) Immediately prior to the assignment of each CHL Mortgage Loan
      to the Depositor, CHL had good title to, and was the sole owner of, such
      CHL Mortgage Loan free and clear of any pledge, lien, encumbrance or
      security interest and had full right and authority, subject to no interest
      or participation of, or agreement with, any other party, to sell and
      assign the same pursuant to this Agreement.

            (13) There is no delinquent tax or assessment lien against any
      Mortgaged Property.

            (14) There is no valid offset, claim, defense or counterclaim to any
      Mortgage Note or Mortgage, including the obligation of the Mortgagor to
      pay the unpaid principal of or interest on such Mortgage Note.

            (15) There are no mechanics' liens or claims for work, labor or
      material affecting any Mortgaged Property that are or may be a lien prior
      to, or equal with, the lien of such Mortgage, except those that are
      insured against by the title insurance policy referred to in item (18)
      below.



                                       68
<PAGE>

            (16) As of the Closing Date in the case of the Initial Mortgage
      Loans and as of the related Subsequent Transfer Date in the case of the
      Subsequent Mortgage Loans, to the best of CHL's knowledge, each Mortgaged
      Property is free of material damage and is in good repair.

            (17) As of the Closing Date in the case of the Initial Mortgage
      Loans and as of the related Subsequent Transfer Date in the case of the
      Subsequent Mortgage Loans, neither CHL nor any prior holder of any
      Mortgage has modified the Mortgage in any material respect (except that a
      Mortgage Loan may have been modified by a written instrument that has been
      recorded or submitted for recordation, if necessary, to protect the
      interests of the Certificateholders and the original or a copy of which
      has been delivered to the Trustee); satisfied, cancelled or subordinated
      such Mortgage in whole or in part; released the related Mortgaged Property
      in whole or in part from the lien of such Mortgage; or executed any
      instrument of release, cancellation, modification (except as expressly
      permitted above) or satisfaction with respect thereto.

            (18) A lender's policy of title insurance together with a
      condominium endorsement and extended coverage endorsement, if applicable,
      in an amount at least equal to the Cut-off Date Principal Balance of each
      such Mortgage Loan or a commitment (binder) to issue the same was
      effective on the date of the origination of each Mortgage Loan, each such
      policy is valid and remains in full force and effect, and each such policy
      was issued by a title insurer qualified to do business in the jurisdiction
      where the Mortgaged Property is located and acceptable to Fannie Mae and
      Freddie Mac and is in a form acceptable to Fannie Mae and Freddie Mac,
      which policy insures the Sellers and successor owners of indebtedness
      secured by the insured Mortgage, as to the first priority lien, of the
      Mortgage subject to the exceptions set forth in paragraph (11) above; to
      the best of CHL's knowledge, no claims have been made under such mortgage
      title insurance policy and no prior holder of the related Mortgage,
      including any Seller, has done, by act or omission, anything that would
      impair the coverage of such mortgage title insurance policy. (19) No
      Initial Mortgage Loan was the subject of a Principal Prepayment in full
      between the Initial Cut-off Date and the Closing Date. No Subsequent
      Mortgage Loan was the subject of a Principal Prepayment in full between
      the Subsequent Cut-off Date and the Subsequent Transfer Date.

            (20) To the best of CHL's knowledge, all of the improvements that
      were included for the purpose of determining the Appraised Value of the
      Mortgaged Property lie wholly within the boundaries and building
      restriction lines of such property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property.

            (21) To the best of CHL's knowledge, no improvement located on or
      being part of the Mortgaged Property is in violation of any applicable
      zoning law or regulation. To the best of CHL's knowledge, all inspections,
      licenses and certificates required to be made or issued with respect to
      all occupied portions of the Mortgaged Property and, with respect to the
      use and occupancy of the same, including but not limited to certificates
      of occupancy and fire underwriting certificates, have been made or


                                       69
<PAGE>

      obtained from the appropriate authorities, unless the lack thereof would
      not have a material adverse effect on the value of such Mortgaged
      Property, and the Mortgaged Property is lawfully occupied under
      applicable law.

            (22) The Mortgage Note and the related Mortgage are genuine, and
      each is the legal, valid and binding obligation of the maker thereof,
      enforceable in accordance with its terms and under applicable law, except
      that (a) the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors' rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding
      therefor may be brought. To the best of CHL's knowledge, all parties to
      the Mortgage Note and the Mortgage had legal capacity to execute the
      Mortgage Note and the Mortgage and each Mortgage Note and Mortgage have
      been duly and properly executed by such parties.

            (23) The proceeds of the Mortgage Loan have been fully disbursed,
      there is no requirement for future advances thereunder, and any and all
      requirements as to completion of any on-site or off-site improvements and
      as to disbursements of any escrow funds therefor have been complied with.
      All costs, fees and expenses incurred in making, or closing or recording
      the Mortgage Loan were paid.

            (24) The related Mortgage contains customary and enforceable
      provisions that render the rights and remedies of the holder thereof
      adequate for the realization against the Mortgaged Property of the
      benefits of the security, including, (i) in the case of a Mortgage
      designated as a deed of trust, by trustee's sale, and (ii) otherwise by
      judicial foreclosure.

            (25) With respect to each Mortgage constituting a deed of trust, a
      trustee, duly qualified under applicable law to serve as such, has been
      properly designated and currently so serves and is named in such
      Mortgage, and no fees or expenses are or will become payable by the
      Certificateholders to the trustee under the deed of trust, except in
      connection with a trustee's sale after default by the Mortgagor.

            (26) Each Mortgage Note and each Mortgage is acceptable in form to
      Fannie Mae and Freddie Mac.

            (27) There exist no deficiencies with respect to escrow deposits
      and payments, if such are required, for which customary arrangements for
      repayment thereof have not been made, and no escrow deposits or payments
      of other charges or payments due the Sellers have been capitalized under
      the Mortgage or the related Mortgage Note.

            (28) The origination, underwriting, servicing and collection
      practices with respect to each Mortgage Loan have been in all respects
      legal, proper, prudent and customary in the mortgage lending and
      servicing business, as conducted by prudent lending institutions which
      service mortgage loans of the same type in the jurisdiction in which the
      Mortgaged Property is located.



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            (29) There is no pledged account or other security other than real
      estate securing the Mortgagor's obligations.

            (30) No Mortgage Loan has a shared appreciation feature, or other
      contingent interest feature.

            (31) Each Mortgage Loan contains a customary "due on sale" clause.

            (32) No less than approximately the percentage specified in the
      Collateral Schedule of the Initial Mortgage Loans in Loan Group 1 and
      Loan Group 2 are secured by single family detached dwellings. No more
      than approximately the percentage specified in the Collateral Schedule
      of the Initial Mortgage Loans in Loan Group 1 and Loan Group 2 are
      secured by two- to four-family dwellings. No more than approximately the
      percentage specified in the Collateral Schedule of the Initial Mortgage
      Loans in Loan Group 1 and Loan Group 2 are secured by low-rise
      condominium units. No more than approximately the percentage specified
      in the Collateral Schedule of the Initial Mortgage Loans in Loan Group 1
      and Loan Group 2 are secured by high-rise condominium units. No more
      than approximately the percentage specified in the Collateral Schedule
      of the Initial Mortgage Loans in Loan Group 1 and Loan Group 2 are
      secured by manufactured housing. No more than approximately the
      percentage specified in the Collateral Schedule of the Initial Mortgage
      Loans in Loan Group 1 and Loan Group 2 are secured by PUDs.

            (33) Each Initial Mortgage Loan in Loan Group 1 and Loan Group 2
      was originated on or after the date specified in the Collateral
      Schedule.

            (34) Each Initial Mortgage Loan that is an Adjustable Rate
      Mortgage Loan, other than a Two-Year Hybrid Mortgage Loan, a Three-Year
      Hybrid Mortgage Loan or a Five-Year Hybrid Mortgage Loan, had an initial
      Adjustment Date no later than the applicable date specified on the
      Collateral Schedule; each Initial Mortgage Loan that is a Two-Year
      Hybrid Mortgage Loan had an initial Adjustment Date no later than the
      applicable date specified on the Collateral Schedule; each Initial
      Mortgage Loan that is a Three-Year Hybrid Mortgage Loan had an initial
      Adjustment Date no later than the applicable date specified on the
      Collateral Schedule; and each Initial Mortgage Loan that is a Five-Year
      Hybrid Mortgage Loan had an initial Adjustment Date no later than the
      applicable date specified on the Collateral Schedule.

            (35) Approximately the percentage specified in the Collateral
      Schedule of the Initial Mortgage Loans in Loan Group 1 and Loan Group 2
      provide for a Prepayment Charge.

            (36) On the basis of representations made by the Mortgagors in
      their loan applications, no more than approximately the percentage
      specified in the Collateral Schedule of the Initial Mortgage Loans in
      Loan Group 1 and




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<PAGE>

      Loan Group 2, respectively, are secured by investor properties, and no
      less than approximately the percentage specified in the Collateral
      Schedule of the Initial Mortgage Loans in Loan Group 1 and Loan Group 2
      respectively, are secured by owner-occupied Mortgaged Properties that
      are primary residences.

            (37) At the Cut-off Date, the improvements upon each Mortgaged
      Property are covered by a valid and existing hazard insurance policy
      with a generally acceptable carrier that provides for fire and extended
      coverage and coverage for such other hazards as are customary in the
      area where the Mortgaged Property is located in an amount that is at
      least equal to the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loan or (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan and (b) an amount
      such that the proceeds of such policy shall be sufficient to prevent the
      Mortgagor and/or the mortgagee from becoming a co-insurer. If the
      Mortgaged Property is a condominium unit, it is included under the
      coverage afforded by a blanket policy for the condominium unit. All such
      individual insurance policies and all flood policies referred to in item
      (38) below contain a standard mortgagee clause naming the applicable
      Seller or the original mortgagee, and its successors in interest, as
      mortgagee, and the applicable Seller has received no notice that any
      premiums due and payable thereon have not been paid; the Mortgage
      obligates the Mortgagor thereunder to maintain all such insurance,
      including flood insurance, at the Mortgagor's cost and expense, and upon
      the Mortgagor's failure to do so, authorizes the holder of the Mortgage
      to obtain and maintain such insurance at the Mortgagor's cost and
      expense and to seek reimbursement therefor from the Mortgagor.

            (38) If the Mortgaged Property is in an area identified in the
      Federal Register by the Federal Emergency Management Agency as having
      special flood hazards, a flood insurance policy in a form meeting the
      requirements of the current guidelines of the Flood Insurance
      Administration is in effect with respect to such Mortgaged Property with
      a generally acceptable carrier in an amount representing coverage not
      less than the least of (A) the original outstanding principal balance of
      the Mortgage Loan, (B) the minimum amount required to compensate for
      damage or loss on a replacement cost basis, or (C) the maximum amount of
      insurance that is available under the Flood Disaster Protection Act of
      1973, as amended.

            (39) To the best of CHL's knowledge, there is no proceeding
      occurring, pending or threatened for the total or partial condemnation
      of the Mortgaged Property.

            (40) There is no material monetary default existing under any
      Mortgage or the related Mortgage Note and, to the best of CHL's
      knowledge, there is no material event that, with the passage of time or
      with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event of acceleration under
      the Mortgage or the related Mortgage Note; and no Seller has waived any
      default, breach, violation or event of acceleration.

            (41) Each Mortgaged Property is improved by a one- to four-family
      residential dwelling, including condominium units and dwelling units in
      PUDs. To the best of CHL's knowledge, no improvement to a Mortgaged
      Property includes a cooperative or a mobile home or constitutes other
      than real property under state law.



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<PAGE>

            (42) Each Mortgage Loan is being serviced by the Master Servicer.

            (43) Any future advances made prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the
      Mortgage, and the secured principal amount, as consolidated, bears a
      single interest rate and single repayment term reflected on the Mortgage
      Loan Schedule. The consolidated principal amount does not exceed the
      original principal amount of the Mortgage Loan. The Mortgage Note does
      not permit or obligate the Master Servicer to make future advances to
      the Mortgagor at the option of the Mortgagor.

            (44) All taxes, governmental assessments, insurance premiums,
      water, sewer and municipal charges, leasehold payments or ground rents
      that previously became due and owing have been paid, or an escrow of
      funds has been established in an amount sufficient to pay for every such
      item that remains unpaid and that has been assessed, but is not yet due
      and payable. Except for (A) payments in the nature of escrow payments,
      and (B) interest accruing from the date of the Mortgage Note or date of
      disbursement of the Mortgage proceeds, whichever is later, to the day
      that precedes by one month the Due Date of the first installment of
      principal and interest, including without limitation, taxes and
      insurance payments, the Master Servicer has not advanced funds, or
      induced, solicited or knowingly received any advance of funds by a party
      other than the Mortgagor, directly or indirectly, for the payment of any
      amount required by the Mortgage.

            (45) The Mortgage Loans originated by CHL were underwritten in all
      material respects in accordance with CHL's underwriting guidelines for
      credit blemished quality mortgage loans or, with respect to Mortgage
      Loans purchased by CHL were underwritten in all material respects in
      accordance with customary and prudent underwriting guidelines generally
      used by originators of credit blemished quality mortgage loans.

            (46) Prior to the approval of the Mortgage Loan application, an
      appraisal of the related Mortgaged Property was obtained from a
      qualified appraiser, duly appointed by the originator, who had no
      interest, direct or indirect, in the Mortgaged Property or in any loan
      made on the security thereof, and whose compensation is not affected by
      the approval or disapproval of the Mortgage Loan; such appraisal is in a
      form acceptable to Fannie Mae and Freddie Mac.

            (47) None of the Mortgage Loans is a graduated payment mortgage
      loan or a growing equity mortgage loan, and no Mortgage Loan is subject
      to a buydown or similar arrangement.

            (48) The Mortgage Rates borne by the Initial Mortgage Loans in
      Loan Group 1 and Loan Group 2 as of the Cut-off Date ranged between the
      approximate per annum percentages specified on the Collateral Schedule
      and the weighted average Mortgage Rate as of the Cut-off Date was
      approximately the per annum rate specified on the Collateral Schedule.



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<PAGE>

            (49) The Mortgage Loans were selected from among the outstanding
      one- to four-family mortgage loans in the applicable Seller's portfolio
      at the Closing Date as to which the representations and warranties made
      as to the Mortgage Loans set forth in this Section 2.03(b) and Sections
      2.03(c) and 2.03(d) can be made. No selection was made in a manner that
      would adversely affect the interests of Certificateholders.

            (50) The Gross Margins on the Initial Mortgage Loans in Loan Group
      1 and Loan Group 2 range between the approximate percentages specified
      on the Collateral Schedule, and the weighted average Gross Margin was
      approximately the percentage specified in the Collateral Schedule.

            (51) Each of the Initial Mortgage Loans in the Mortgage Pool has a
      Due Date on or before the date specified in the Collateral Schedule.

            (52) The Mortgage Loans, individually and in the aggregate,
      conform in all material respects to the descriptions thereof in the
      Prospectus Supplement.

            (53) There is no obligation on the part of any Seller under the
      terms of the Mortgage or related Mortgage Note to make payments in
      addition to those made by the Mortgagor.

            (54) Any leasehold estate securing a Mortgage Loan has a term of
      not less than five years in excess of the term of the related Mortgage
      Loan.

            (55) Each Mortgage Loan represents a "qualified mortgage" within
      the meaning of Section 860(a)(3) of the Code (but without regard to the
      rule in Treasury Regulation ss. 1.860G-2(f)(2) that treats a defective
      obligation as a qualified mortgage, or any substantially similar
      successor provision) and applicable Treasury regulations promulgated
      thereunder.

            (56) No Mortgage Loan was either a "consumer credit contract" or a
      "purchase money loan" as such terms are defined in 16 C.F.R. ss. 433 nor
      is any Mortgage Loan a "mortgage" as defined in 15 U.S.C. ss. 1602(aa).

            (57) To the extent required under applicable law, each originator
      and subsequent mortgagee or servicer of the Mortgage Loan complied with
      all licensing requirements and was authorized to transact and do
      business in the jurisdiction in which the related Mortgaged Property is
      located at all times when it held or serviced the Mortgage Loan. Any and
      all requirements of any federal, state or local laws or regulations,
      including, without limitation, usury, truth-in-lending, real estate
      settlement procedures, consumer credit protection, anti-predatory
      lending, fair credit reporting, unfair collection practice, equal credit
      opportunity, fair housing and disclosure laws and regulations,
      applicable to the solicitation, origination, collection and servicing of
      such Mortgage Loan have been complied with in all material respects; and
      any obligations of the holder of the Mortgage Note, Mortgage and other
      loan documents have been complied with in all material respects;
      servicing of each Mortgage Loan has been in accordance with prudent
      mortgage servicing standards, any applicable laws, rules and regulations
      and in accordance with the terms of the Mortgage Notes, Mortgage and
      other


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<PAGE>


      loan documents, whether such origination and servicing was done by the
      applicable Seller, its affiliates, or any third party which originated
      the Mortgage Loan on behalf of, or sold the Mortgage Loan to, any of
      them, or any servicing agent of any of the foregoing.

            (58) The methodology used in underwriting the extension of credit
      for the Mortgage Loan employs objective mathematical principles which
      relate the borrower's income, assets and liabilities to the proposed
      payment and such underwriting methodology does not rely on the extent of
      the borrower's equity in the collateral as the principal determining
      factor in approving such credit extension. Such underwriting methodology
      confirmed that at the time of origination (application/approval) the
      borrower had a reasonable ability to make timely payments on the
      Mortgage Loan.

            (59) No borrower was required to purchase any credit life,
      disability, accident or health insurance product as a condition of
      obtaining the extension of credit. No borrower obtained a prepaid
      single-premium credit life, disability, accident or health insurance
      policy in connection with the origination of the Mortgage Loan.

            (60) If the Mortgage Loan provides that the interest rate on the
      principal balance of the related Mortgage Loan may be adjusted, all of
      the terms of the related Mortgage pertaining to interest rate
      adjustments, payment adjustments and adjustments of the outstanding
      principal balance have been made in accordance with the terms of the
      related Mortgage Note and applicable law and are enforceable and such
      adjustments will not affect the priority of the Mortgage lien.

            (61) The Mortgaged Property complies with all applicable laws,
      rules and regulations relating to environmental matters, including but
      not limited to those relating to radon, asbestos and lead paint and no
      Seller nor, to the best of CHL's knowledge, the Mortgagor, has received
      any notice of any violation or potential violation of such law.

            (62) There is no action, suit or proceeding pending, or to the
      best of CHL's knowledge, threatened or likely to be asserted with
      respect to the Mortgage Loan against or affecting any Seller before or
      by any court, administrative agency, arbitrator or governmental body.

            (63) No action, inaction, or event has occurred and no state of
      fact exists or has existed that has resulted or will result in the
      exclusion from, denial of, or defense to coverage under any applicable
      hazard insurance policy, irrespective of the cause of such failure of
      coverage. In connection with the placement of any such insurance, no
      commission, fee, or other compensation has been or will be received by
      CHL or any designee of CHL or any corporation in which CHL or any
      officer, director, or employee had a financial interest at the time of
      placement of such insurance.

            (64) Each Mortgage Loan has a fully assignable life of loan tax
      service contract which may be assigned without the payment of any fee.

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<PAGE>

            (65) No Mortgagor has notified CHL or the Master Servicer on CHL's
      behalf, and CHL has no knowledge, of any relief requested or allowed to
      a Mortgagor under the Relief Act or any similar state or local law.

            (66) Each Mortgage Loan was originated by a savings and loan
      association, savings bank, commercial bank, credit union, insurance
      company, or mortgage banking company which is supervised and examined by
      a federal or state authority, or by a mortgagee approved by the
      Secretary of Housing and Urban Development pursuant to Sections 2.03 and
      2.11 of the National Housing Act.

            (67) Each Mortgage Loan was (A) originated no earlier than six
      months prior to the time the applicable Seller purchased such Mortgage
      Loan pursuant to a mortgage loan purchase agreement or other similar
      agreement and (B) underwritten or reunderwritten by the applicable
      Seller in accordance with the applicable Seller's underwriting
      guidelines in effect at the time the loan was underwritten or
      reunderwritten, as applicable.

            (68) Each Mortgage Loan, at the time it was originated and as of
      the Closing Date or the related Subsequent Transfer Date, as applicable,
      complied in all material respects with applicable local, state and
      federal laws, including, but not limited to, all predatory and abusive
      lending laws.

            (69) None of the Mortgage Loans is a "high cost" mortgage loan as
      defined by applicable federal, state and local predatory and abusive
      lending laws.

            (70) Each Prepayment Charge is enforceable and was originated in
      compliance with all applicable federal, state and local laws.

            (71) None of the Mortgage Loans that are secured by property
      located in the State of Illinois are in violation of the provisions of
      the Illinois Interest Act; 815 Ill. Comp. Stat. 205/0.01 (2004).

            (72) There is no Mortgage Loan in the Trust Fund that was
      originated on or after March 7, 2003, which is a "high cost home loan"
      as defined under the Georgia Fair Lending Act.

            (73) No Mortgage Loan in the Trust Fund is a High Cost Loan or
      Covered Loan, as applicable (as such terms are defined in the
      then-current Standard & Poor's LEVELS(R) Glossary which is now Version
      5.6(c), Appendix E) and no Mortgage Loan originated on or after October
      1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
      Act.

            (74) Each Mortgage Loan is secured by a "single family residence"
      within the meaning of Section 25(e)(10) of the Code. The fair market
      value of the manufactured home securing each Mortgage Loan was at least
      equal to 80% of the adjusted issue price of the contract at either (i)
      the time the contract was originated (determined pursuant to the REMIC
      Provisions) or (ii) the time the contract is transferred to the
      purchaser.



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<PAGE>

            (75) No Mortgage Loan in the Trust Fund is a "high cost home,"
      "covered" (excluding home loans defined as "covered home loans" in the
      New Jersey Home Ownership Security Act of 2002 that were originated
      between November 26, 2003 and July 7, 2004), "high risk home" or
      "predatory" loan under any applicable state, federal or local law (or a
      similarly classified loan using different terminology under a law
      imposing heightened regulatory scrutiny or additional legal liability
      for residential mortgage loans having high interest rates, points and/or
      fees).

            (76) There is no Mortgage Loan in the Trust Fund that was
      originated on or after October 1, 2002 and before March 7, 2003, which
      is secured by property located in the State of Georgia.

            (77) Representations and Warranties relating to the Mortgage Loans
      in Loan Group 1:

                  (i) Each Mortgage Loan in Loan Group 1 is in compliance with
            the anti-predatory lending eligibility for purchase requirements
            of Fannie Mae's Selling Guide;

                  (ii) No Mortgage Loan in Loan Group 1 is subject to the
            requirements of the Home Ownership and Equity Protection Act of
            1994 ("HOEPA");

                  (iii) Each Mortgage Loan in Loan Group 1 at the time it was
            made complied in all material respects with applicable local,
            state, and federal laws, including, but not limited to, all
            applicable predatory and abusive lending laws;

                  (iv) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
            Loan" as defined in the Georgia Fair Lending Act, as amended (the
            "Georgia Act"). No Mortgage Loan in Loan Group 1 subject to the
            Georgia Act and secured by owner occupied real property or an
            owner occupied manufactured home located in the State of Georgia
            was originated (or modified) on or after October 1, 2002 through
            and including March 6, 2003;

                  (v) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
            Loan" as defined in New York Banking Law 6-1;

                  (vi) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
            Loan" as defined in the Arkansas Home Loan Protection Act
            effective July 16, 2003 (Act 1340 of 2003);

                  (vii) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
            Loan" as defined in the Kentucky high-cost home loan statute
            effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);

                  (viii) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
            Loan" as defined in the New Jersey Home Ownership Act effective
            November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);

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<PAGE>

                  (ix) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
            Loan" as defined in the New Mexico Home Loan Protection Act
            effective January 1, 2004 (N.M. Stat. Ann. ss.ss. 58-21A-1 et
            seq.);

                  (x) No Mortgage Loan in Loan Group 1 is a "High-Risk Home
            Loan" as defined in the Illinois High-Risk Home Loan Act effective
            January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);

                  (xi) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
            Mortgage Loan" as defined in the Massachusetts Predatory Home Loan
            Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch.
            183C);

                  (xii) No Mortgage Loan in Loan Group 1 is a "High Cost Home
            Loan" as defined in the Indiana Home Loan Practices Act, effective
            January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9);

                  (xiii) No Mortgage Loan in Loan Group 1 is a balloon
            mortgage loan that has an original stated maturity of less than
            seven (7) years;

                  (xiv) No borrower related to a Mortgage Loan in Loan Group 1
            was encouraged or required to select a Mortgage Loan product
            offered by the Mortgage Loan's originator which is a higher cost
            product designed for less creditworthy borrowers, unless at the
            time of such Mortgage Loan's origination, such borrower did not
            qualify taking into account credit history and debt-to-income
            ratios for a lower-cost credit product then offered by such
            Mortgage Loan's originator or any affiliate of the Mortgage Loan's
            originator. If, at the time of loan application, the borrower may
            have qualified for a lower-cost credit product then offered by any
            mortgage lending affiliate of the Mortgage Loan's originator, the
            Mortgage Loan's originator referred the borrower's application to
            such affiliate for underwriting consideration;

                  (xv) The methodology used in underwriting the extension of
            credit for each Mortgage Loan in Loan Group 1 employs objective
            mathematical principles which relate the borrower's income, assets
            and liabilities to the proposed payment and such underwriting
            methodology does not rely on the extent of the borrower's equity
            in the collateral as the principal determining factor in approving
            such credit extension. Such underwriting methodology confirmed
            that at the time of origination (application/approval) the
            borrower had a reasonable ability to make timely payments on such
            Mortgage Loan;

                  (xvi) With respect to any Mortgage Loan in Loan Group 1 that
            contains a provision permitting imposition of a premium upon a
            prepayment prior to maturity: (i) prior to the loan's origination,
            the borrower agreed to such premium in exchange for a monetary
            benefit, including but not limited to a rate or fee reduction,
            (ii) prior to the loan's origination, the borrower was offered the
            option of obtaining a mortgage loan that did not require payment
            of such a premium, (iii) the prepayment premium is disclosed to
            the borrower in the loan documents


                                       78
<PAGE>

            pursuant to applicable state and federal law, (iv) for loans
            originated on or after September 1, 2004, the duration of the
            prepayment period shall not exceed three (3) years from the date
            of the note, unless the loan was modified to reduce the prepayment
            period to no more than three years from the date of the note and
            the borrower was notified in writing of such reduction in
            prepayment period, and (v) notwithstanding any state or federal
            law to the contrary, the Master Servicer shall not impose such
            prepayment premium in any instance when the mortgage debt is
            accelerated as the result of the borrower's default in making the
            loan payments;

                  (xvii) No borrower related to a Mortgage Loan in Loan Group
            1 was required to purchase any credit, life, disability, accident
            or health insurance product as a condition of obtaining the
            extension of credit. No borrower related to a Mortgage Loan in
            Loan Group 1 obtained a prepaid single-premium credit, life,
            disability, accident or health insurance policy in connection with
            the origination of the Mortgage Loan in Loan Group 1; No proceeds
            from any Mortgage Loan in Loan Group 1 were used to purchase
            single premium credit insurance policies as part of the
            origination of, or as a condition to closing, such Mortgage Loan;

                  (xviii) All points and fees related to each Mortgage Loan in
            Loan Group 1 were disclosed in writing to the borrower in
            accordance with applicable state and federal law and regulation.
            Except in the case of a Mortgage Loan in Loan Group 1 in an
            original principal amount of less than $60,000 which would have
            resulted in an unprofitable origination, no borrower was charged
            "points and fees" (whether or not financed) in an amount greater
            than 5% of the principal amount of such loan, such 5% limitation
            is calculated in accordance with Fannie Mae's anti-predatory
            lending requirements as set forth in the Fannie Mae Selling Guide;

                  (xix) All fees and charges (including finance charges) and
            whether or not financed, assessed, collected or to be collected in
            connection with the origination and servicing of each Mortgage
            Loan in Loan Group 1 has been disclosed in writing to the borrower
            in accordance with applicable state and federal law and
            regulation; and (xx) The Master Servicer will transmit full-file
            credit reporting data for each Mortgage Loan pursuant to Fannie
            Mae Guide Announcement 95-19 and that for each Mortgage Loan,
            Master Servicer agrees it shall report one of the following
            statuses each month as follows: new origination, current,
            delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.

            (78) The representations in Section 2.03(c)(1)-(6) and
      2.03(d)(1)-(6) are true and correct.

      (c) Park Monaco hereby represents and warrants to the Depositor and the
Trustee as follows, as of the Cut-off Date:



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            (1) Park Monaco is duly organized as a Delaware corporation and is
      validly existing and in good standing under the laws of the State of
      Delaware and is duly authorized and qualified to transact any and all
      business contemplated by this Agreement and each Subsequent Transfer
      Agreement to be conducted by Park Monaco in any state in which a Mortgaged
      Property securing a Park Monaco Mortgage Loan is located or is otherwise
      not required under applicable law to effect such qualification and, in any
      event, is in compliance with the doing business laws of any such state, to
      the extent necessary to ensure its ability to enforce each Park Monaco
      Mortgage Loan, to sell the Park Monaco Mortgage Loans in accordance with
      the terms of this Agreement and each Subsequent Transfer Agreement and to
      perform any of its other obligations under this Agreement in accordance
      with the terms hereof.

            (2) Park Monaco has the full company power and authority to sell
      each Park Monaco Mortgage Loan, and to execute, deliver and perform, and
      to enter into and consummate the transactions contemplated by this
      Agreement and each Subsequent Transfer Agreement and has duly authorized
      by all necessary corporate action on the part of Park Monaco the
      execution, delivery and performance of this Agreement and each Subsequent
      Transfer Agreement; and this Agreement and each Subsequent Transfer
      Agreement, assuming the due authorization, execution and delivery hereof
      by the other parties hereto, constitutes a legal, valid and binding
      obligation of Park Monaco, enforceable against Park Monaco in accordance
      with its terms, except that (a) the enforceability hereof may be limited
      by bankruptcy, insolvency, moratorium, receivership and other similar laws
      relating to creditors' rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be
      subject to equitable defenses and to the discretion of the court before
      which any proceeding therefor may be brought.

            (3) The execution and delivery of this Agreement and each Subsequent
      Transfer Agreement by Park Monaco, the sale of the Park Monaco Mortgage
      Loans by Park Monaco under this Agreement and each Subsequent Transfer
      Agreement, the consummation of any other of the transactions contemplated
      by this Agreement and each Subsequent Transfer Agreement, and the
      fulfillment of or compliance with the terms hereof are in the ordinary
      course of business of Park Monaco and will not (A) result in a material
      breach of any term or provision of the certificate of incorporation or
      by-laws of Park Monaco or (B) materially conflict with, result in a
      material breach, violation or acceleration of, or result in a material
      default under, the terms of any other material agreement or instrument to
      which Park Monaco is a party or by which it may be bound, or (C)
      constitute a material violation of any statute, order or regulation
      applicable to Park Monaco of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over Park Monaco; and Park
      Monaco is not in breach or violation of any material indenture or other
      material agreement or instrument, or in violation of any statute, order or
      regulation of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over it which breach or violation
      may materially impair Park Monaco's ability to perform or meet any of its
      obligations under this Agreement.



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<PAGE>

            (4) No litigation is pending or, to the best of Park Monaco's
      knowledge, threatened, against Park Monaco that would materially and
      adversely affect the execution, delivery or enforceability of this
      Agreement or any Subsequent Transfer Agreement or the ability of Park
      Monaco to sell the Park Monaco Mortgage Loans or to perform any of its
      other obligations under this Agreement or any Subsequent Transfer
      Agreement in accordance with the terms hereof or thereof.

            (5) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by Park Monaco of, or compliance by Park Monaco with, this
      Agreement or any Subsequent Transfer Agreement or the consummation of the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, Park Monaco has obtained the same.

            (6) Park Monaco will treat the transfer of the Park Monaco Mortgage
      Loans to the Depositor as a sale of the Park Monaco Mortgage Loans for all
      tax, accounting and regulatory purposes.

            (7) Immediately prior to the assignment of each Park Monaco Mortgage
      Loan to the Depositor, Park Monaco had good title to, and was the sole
      owner of, such Park Monaco Mortgage Loan free and clear of any pledge,
      lien, encumbrance or security interest and had full right and authority,
      subject to no interest or participation of, or agreement with, any other
      party, to sell and assign the same pursuant to this Agreement.

      (d) Park Sienna hereby represents and warrants to the Depositor and the
Trustee as follows, as of the Cut-off Date:

            (1) Park Sienna is duly organized as a Delaware limited liability
      company and is validly existing and in good standing under the laws of the
      State of Delaware and is duly authorized and qualified to transact any and
      all business contemplated by this Agreement and each Subsequent Transfer
      Agreement to be conducted by Park Sienna in any state in which a Mortgaged
      Property securing a Park Sienna Mortgage Loan is located or is otherwise
      not required under applicable law to effect such qualification and, in any
      event, is in compliance with the doing business laws of any such state, to
      the extent necessary to ensure its ability to enforce each Park Sienna
      Mortgage Loan, to sell the Park Sienna Mortgage Loans in accordance with
      the terms of this Agreement and each Subsequent Transfer Agreement and to
      perform any of its other obligations under this Agreement in accordance
      with the terms hereof.

            (2) Park Sienna has the full company power and authority to sell
      each Park Sienna Mortgage Loan, and to execute, deliver and perform, and
      to enter into and consummate the transactions contemplated by this
      Agreement and each Subsequent Transfer Agreement and has duly authorized
      by all necessary company action on the part of Park Sienna the execution,
      delivery and performance of this Agreement and each Subsequent Transfer
      Agreement; and this Agreement and each Subsequent Transfer Agreement,
      assuming the due authorization, execution and delivery hereof by the other
      parties hereto, constitutes a legal, valid and binding obligation of Park
      Sienna,





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<PAGE>

      enforceable against Park Sienna in accordance with its terms, except that
      (a) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors'
      rights generally and (b) the remedy of specific performance and injunctive
      and other forms of equitable relief may be subject to equitable defenses
      and to the discretion of the court before which any proceeding therefor
      may be brought.

            (3) The execution and delivery of this Agreement and each Subsequent
      Transfer Agreement by Park Sienna, the sale of the Park Sienna Mortgage
      Loans by Park Sienna under this Agreement and each Subsequent Transfer
      Agreement, the consummation of any other of the transactions contemplated
      by this Agreement and each Subsequent Transfer Agreement and the
      fulfillment of or compliance with the terms hereof are in the ordinary
      course of business of Park Sienna and will not (A) result in a material
      breach of any term or provision of the certificate of formation or limited
      liability company agreement of Park Sienna or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a material default under, the terms of any other material agreement or
      instrument to which Park Sienna is a party or by which it may be bound, or
      (C) constitute a material violation of any statute, order or regulation
      applicable to Park Sienna of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over Park Sienna; and Park
      Sienna is not in breach or violation of any material indenture or other
      material agreement or instrument, or in violation of any statute, order or
      regulation of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over it which breach or violation
      may materially impair Park Sienna's ability to perform or meet any of its
      obligations under this Agreement.

            (4) No litigation is pending or, to the best of Park Sienna's
      knowledge, threatened, against Park Sienna that would materially and
      adversely affect the execution, delivery or enforceability of this
      Agreement or any Subsequent Transfer Agreement or the ability of Park
      Sienna to sell the Park Sienna Mortgage Loans or to perform any of its
      other obligations under this Agreement or any Subsequent Transfer
      Agreement in accordance with the terms hereof or thereof.

            (5) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by Park Sienna of, or compliance by Park Sienna with, this
      Agreement or any Subsequent Transfer Agreement or the consummation of the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, Park Sienna has obtained the same.

            (6) Park Sienna will treat the transfer of the Park Sienna Mortgage
      Loans to the Depositor as a sale of the Park Sienna Mortgage Loans for all
      tax, accounting and regulatory purposes.

            (7) Immediately prior to the assignment of each Park Sienna Mortgage
      Loan to the Depositor, Park Sienna had good title to, and was the sole
      owner of, such the Park Sienna Mortgage Loan free and clear of any pledge,
      lien, encumbrance or security interest and had full right and authority,
      subject to no interest or participation of, or agreement with, any other
      party, to sell and assign the same pursuant to this Agreement.



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<PAGE>

      (e) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(a) through (d) that
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties, the NIM Insurer and the Swap Counterparty. Each of
the Master Servicer and the Sellers (each, a "Representing Party") hereby
covenants with respect to the representations and warranties set forth in
Sections 2.03(a) through (d) that within 90 days of the earlier of the discovery
by such Representing Party or receipt of written notice by such Representing
Party from any party of a breach of any representation or warranty set forth
herein made that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, it shall cure such breach in all
material respects and, if such breach is not so cured, shall, (i) if such 90-day
period expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set
forth below; provided that (a) any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery to
the Trustee of the Opinion of Counsel required by Section 2.05 hereof, (b) any
such substitution pursuant to (i) above shall not be effected prior to the
additional delivery to the Trustee of a Request for File Release and (c) any
such substitution pursuant to (i) above shall include a payment by the
applicable Representing Party of any amount as calculated under item (iii) of
the definition of "Purchase Price". Any Representing Party liable for a breach
under this Section 2.03 shall promptly reimburse the Master Servicer or the
Trustee for any expenses reasonably incurred by the Master Servicer or the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, any Representing Party
liable for a breach under this Section 2.03 shall, unless it cures such breach
in a timely fashion pursuant to this Section 2.03, promptly notify the Master
Servicer whether such Representing Party intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties described in this Section that are made to the
best of the Representing Party's knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Sellers or the Trustee that the substance of
such representation and warranty is inaccurate and such inaccuracy materially
and adversely affects the value of the related Mortgage Loan, notwithstanding
the Representing Party's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty. Any breach of a representation set forth
in Section 2.03(a)(8), (b)(72), (b)(75), (b)(76) or (b)(77) shall be deemed to
materially and adversely affect the Certificateholders.

      With respect to any Replacement Mortgage Loan or Loans, the applicable
Seller delivering such Replacement Mortgage Loan shall deliver to the Trustee
for the benefit of the Certificateholders the related Mortgage Note, Mortgage
and assignment of the Mortgage, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed and the Mortgage
assigned as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Scheduled Payments
due with respect to Replacement Mortgage Loans in the Due Period related to the
Distribution Date on which such proceeds are to be distributed shall not be part
of the Trust Fund and will be retained by the applicable Seller delivering such
Replacement Mortgage Loan on such Distribution Date. For the month of
substitution, distributions to Certificateholders will include




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<PAGE>

the Scheduled Payment due on any Deleted Mortgage Loan for the related Due
Period and thereafter the applicable Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Master Servicer
shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to reflect the removal of such Deleted Mortgage Loan and the substitution of the
Replacement Mortgage Loan or Loans and the Master Servicer shall deliver the
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the
Replacement Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, and the applicable Seller delivering such Replacement
Mortgage Loan shall be deemed to have made with respect to such Replacement
Mortgage Loan or Loans, as of the date of substitution, the representations and
warranties set forth in Section 2.03(b), (c) or (d) with respect to such
Mortgage Loan. Upon any such substitution and the deposit to the Certificate
Account of the amount required to be deposited therein in connection with such
substitution as described in the following paragraph, the Trustee shall release
to the Representing Party the Mortgage File relating to such Deleted Mortgage
Loan and held for the benefit of the Certificateholders and shall execute and
deliver at the Master Servicer's direction such instruments of transfer or
assignment as have been prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the applicable Seller, or its
respective designee, title to the Trustee's interest in any Deleted Mortgage
Loan substituted for pursuant to this Section 2.03.

      For any month in which any Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Replacement Mortgage Loans as of the date of substitution is less than the
Stated Principal Balance (after application of the principal portion of the
Scheduled Payment due in the month of substitution) of all such Deleted Mortgage
Loans. An amount equal to the aggregate of the deficiencies described in the
preceding sentence (such amount, the "Substitution Adjustment Amount") shall be
forwarded by the applicable Seller to the Master Servicer and deposited by the
Master Servicer into the Certificate Account not later than the Determination
Date for the Distribution Date relating to the Prepayment Period during which
the related Mortgage Loan became required to be purchased or replaced hereunder.

      In the event that a Seller shall have repurchased a Mortgage Loan, the
Purchase Price therefor shall be deposited in the Certificate Account pursuant
to Section 3.05 on the Determination Date for the Distribution Date in the month
following the month during which such Seller became obligated to repurchase or
replace such Mortgage Loan and upon such deposit of the Purchase Price, the
delivery of the Opinion of Counsel required by Section 2.05, if any, and the
receipt of a Request for File Release, the Trustee shall release the related
Mortgage File held for the benefit of the Certificateholders to such Seller, and
the Trustee shall execute and deliver at such Person's direction the related
instruments of transfer or assignment prepared by such Seller, in each case
without recourse, as shall be necessary to transfer title from the Trustee for
the benefit of the Certificateholders and transfer the Trustee's interest to
such Seller to any Mortgage Loan purchased pursuant to this Section 2.03. It is
understood and agreed that the obligation under this Agreement of the Sellers to
cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
and is continuing shall constitute the sole remedy against the Sellers
respecting such breach available to Certificateholders, the Depositor or the
Trustee.



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<PAGE>

      (f) The representations and warranties set forth in this Section 2.03
shall survive delivery of the respective Mortgage Files to the Trustee for the
benefit of the Certificateholders with respect to each Mortgage Loan.

      Section 2.04 Representations and Warranties of the Depositor.

      The Depositor hereby represents and warrants to the Master Servicer and
the Trustee as follows, as of the date hereof and as of each Subsequent Transfer
Date:

            (1) The Depositor is duly organized and is validly existing as a
      corporation in good standing under the laws of the State of Delaware and
      has full power and authority (corporate and other) necessary to own or
      hold its properties and to conduct its business as now conducted by it and
      to enter into and perform its obligations under this Agreement and each
      Subsequent Transfer Agreement.

            (2) The Depositor has the full corporate power and authority to
      execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by, this Agreement and each Subsequent Transfer
      Agreement and has duly authorized, by all necessary corporate action on
      its part, the execution, delivery and performance of this Agreement and
      each Subsequent Transfer Agreement; and this Agreement and each Subsequent
      Transfer Agreement, assuming the due authorization, execution and delivery
      hereof by the other parties hereto, constitutes a legal, valid and binding
      obligation of the Depositor, enforceable against the Depositor in
      accordance with its terms, subject, as to enforceability, to (i)
      bankruptcy, insolvency, reorganization, moratorium and other similar laws
      affecting creditors' rights generally and (ii) general principles of
      equity, regardless of whether enforcement is sought in a proceeding in
      equity or at law.

            (3) The execution and delivery of this Agreement and each Subsequent
      Transfer Agreement by the Depositor, the consummation of the transactions
      contemplated by this Agreement, and the fulfillment of or compliance with
      the terms hereof are in the ordinary course of business of the Depositor
      and will not (A) result in a material breach of any term or provision of
      the charter or by-laws of the Depositor or (B) materially conflict with,
      result in a material breach, violation or acceleration of, or result in a
      material default under, the terms of any other material agreement or
      instrument to which the Depositor is a party or by which it may be bound
      or (C) constitute a material violation of any statute, order or regulation
      applicable to the Depositor of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over the Depositor; and
      the Depositor is not in breach or violation of any material indenture or
      other material agreement or instrument, or in violation of any statute,
      order or regulation of any court, regulatory body, administrative agency
      or governmental body having jurisdiction over it which breach or violation
      may materially impair the Depositor's ability to perform or meet any of
      its obligations under this Agreement.

            (4) No litigation is pending, or, to the best of the Depositor's
      knowledge, threatened, against the Depositor that would materially and
      adversely affect the execution, delivery or enforceability of this
      Agreement or any Subsequent Transfer




                                       85
<PAGE>

      Agreement or the ability of the Depositor to perform its obligations under
      this Agreement or any Subsequent Transfer Agreement in accordance with the
      terms hereof or thereof.

            (5) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Depositor of, or compliance by the Depositor with, this
      Agreement or any Subsequent Transfer Agreement or the consummation of the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Depositor has obtained the same.

      The Depositor hereby represents and warrants to the Trustee with respect
to each Mortgage Loan, as of the Closing Date or the related Subsequent Transfer
Date, as applicable, following the transfer of such Mortgage Loan to it by the
Sellers, the Depositor had good title to the Initial Mortgage Loans or related
Subsequent Mortgage Loans, as applicable, and the related Mortgage Notes were
subject to no offsets, claims, defenses or counterclaims.

      It is understood and agreed that the representations and warranties set
forth in the two immediately preceding paragraphs shall survive delivery of the
Mortgage Files to the Trustee. Upon discovery by the Depositor or the Trustee,
of a breach of any of the foregoing representations and warranties set forth in
the immediately preceding paragraph (referred to herein as a "breach"), which
breach materially and adversely affects the interest of the Certificateholders,
the party discovering such breach shall give prompt written notice to the others
and to each Rating Agency, the NIM Insurer and the Swap Counterparty. The
Depositor hereby covenants with respect to the representations and warranties
made by it in this Section 2.04 that within 90 days of the earlier of the
discovery by it or receipt of written notice by it from any party of a breach of
any representation or warranty set forth herein made that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
it shall cure such breach in all material respects and, if such breach is not so
cured, shall repurchase or replace the affected Mortgage Loan or Loans in
accordance with the procedure set forth in Section 2.03(e).

            Section 2.05 Delivery of Opinion of Counsel in Connection with
      Substitutions and Repurchases.

      (a) Notwithstanding any contrary provision of this Agreement, with respect
to any Mortgage Loan that is not in default or as to which default is not
imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04
shall be made unless the Representing Party making such repurchase or
substitution delivers to the Trustee an Opinion of Counsel (which such
Representing Party shall use reasonable efforts to obtain), addressed to the
Trustee to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on "prohibited transactions" of the Trust
Fund or contributions after the Closing Date, as defined in sections
860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC
formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding. Any Mortgage Loan as to which repurchase or
substitution was delayed pursuant to this paragraph shall be repurchased or
the substitution therefor shall occur (subject to compliance with Sections
2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or
imminent default with respect to such loan and (b) receipt by the Trustee of
an Opinion of Counsel to the effect that


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<PAGE>

such repurchase or substitution, as applicable, will not result in the events
described in clause (i) or clause (ii) of the preceding sentence.

      (b) Upon discovery by the Depositor, any Seller, the Master Servicer or
the Trustee that any Mortgage Loan does not constitute a "qualified mortgage"
within the meaning of section 860G(a)(3) of the Code, the party discovering
such fact shall promptly (and in any event within five Business Days of
discovery) give written notice thereof to the other parties and the NIM
Insurer. In connection therewith, the Trustee shall require CHL, at CHL's
option, to either (i) substitute, if the conditions in Section 2.03(e) with
respect to substitutions are satisfied, a Replacement Mortgage Loan for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
90 days of such discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty contained in Section 2.03. The Trustee
shall reconvey to CHL the Mortgage Loan to be released pursuant hereto in the
same manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty contained in Section
2.03.

      Section 2.06 Authentication and Delivery of Certificates.

      The Trustee acknowledges the transfer and assignment to it of the Trust
Fund and, concurrently with such transfer and assignment, has executed,
authenticated and delivered, to or upon the order of the Depositor, the
Certificates in authorized denominations evidencing the entire ownership of the
Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights
referred to above for the benefit of all present and future Holders of the
Certificates and to perform the duties set forth in this Agreement.

      Section 2.07 Covenants of the Master Servicer.

      The Master Servicer hereby covenants to the Depositor and the Trustee as
follows:

      (a) the Master Servicer shall comply in the performance of its obligations
under this Agreement with all reasonable rules and requirements of the insurer
under each Required Insurance Policy; and

      (b) no written information, certificate of an officer, statement furnished
in writing or written report delivered to the Depositor, any affiliate of the
Depositor or the Trustee and prepared by the Master Servicer pursuant to this
Agreement will contain any untrue statement of a material fact or omit to state
a material fact necessary to make the information, certificate, statement or
report not misleading.

                                  ARTICLE III.
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

      Section 3.01 Master Servicer to Service Mortgage Loans.

      For and on behalf of the Certificateholders, the Master Servicer shall
service and administer the Mortgage Loans in accordance with customary and usual
standards of practice of prudent mortgage loan lenders in the respective states
in which the Mortgaged Properties are




                                       87
<PAGE>

located, including taking all required and appropriate actions under each
Required Insurance Policy. In connection with such servicing and administration,
the Master Servicer shall have full power and authority, acting alone and/or
through subservicers as provided in Section 3.02 hereof, subject to the terms
hereof (i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (ii)
to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds
and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan; provided that the Master Servicer shall take no
action that is inconsistent with or prejudices the interests of the Trustee or
the Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor and the Trustee under this Agreement. The Master Servicer shall
represent and protect the interest of the Trustee in the same manner as it
currently protects its own interest in mortgage loans in its own portfolio in
any claim, proceeding or litigation regarding a Mortgage Loan and shall not make
or permit any modification, waiver or amendment of any term of any Mortgage Loan
which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC
or (ii) result in the imposition of any tax under section 860(a) or 860(d) of
the Code, but in any case the Master Servicer shall not act in any manner that
is a lesser standard than that provided in the first sentence of this Section
3.01. Without limiting the generality of the foregoing, the Master Servicer, in
its own name or in the name of the Depositor and the Trustee, is hereby
authorized and empowered by the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee such documents requiring execution and
delivery by any or all of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. Upon receipt of
such documents, the Depositor and/or the Trustee shall execute such documents
and deliver them to the Master Servicer. The Master Servicer further is
authorized and empowered by the Trustee, on behalf of the Certificateholders and
the Trustee, in its own name or in the name of the Subservicer, when the Master
Servicer or the Subservicer, as the case may be, believes it appropriate in its
best judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns.

      In accordance with the standards of the preceding paragraph, the Master
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. All costs incurred by the Master Servicer, if any, in
effecting the timely payments of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to




                                       88
<PAGE>

the Certificateholders, be added to the Stated Principal Balance under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so
permit.

      The Master Servicer shall deliver a list of Servicing Officers to the
Trustee by the Closing Date.

      In connection with its activities as Master Servicer of the Mortgage
Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under any primary insurance
policies and, in this regard, to take any reasonable action necessary to permit
recovery under any primary insurance policies respecting defaulted Mortgage
Loans. Any amounts collected by the Master Servicer under any primary insurance
policies shall be deposited in the Certificate Account.

      In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made
by the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any successor master servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. Notwithstanding
the foregoing, this Section 3.01 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor under
the terms of the related Mortgage Note, as permitted by law and shall not be an
expense of the Trust.

      Section 3.02 Subservicing; Enforcement of the Obligations of Master
Servicer.

      (a) The Master Servicer may arrange for the subservicing of any Mortgage
Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing
agreement (each, a "Subservicing Agreement"); provided that (i) such
subservicing arrangement and the terms of the related subservicing agreement
must provide for the servicing of such Mortgage Loans in a manner consistent
with the servicing arrangements contemplated hereunder, (ii) that such
subservicing agreements would not result in a withdrawal or a downgrading by any
Rating Agency of the ratings on any Class of Certificates, as evidenced by a
letter to that effect delivered by each Rating Agency to the Depositor and the
NIM Insurer and (iii) the NIM Insurer shall have consented to such subservicing
agreements (which consent shall not be unreasonably withheld) with Subservicers,
for the servicing and administration of the Mortgage Loans. The Master Servicer
shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any
amendments or modifications thereof, promptly upon the Master Servicer's
execution and delivery of such instruments. The Master Servicer, with the
written consent of the NIM Insurer (which consent shall not be unreasonably
withheld), shall be entitled to terminate any Subservicing Agreement and the
rights and obligations of any Subservicer pursuant to any Subservicing Agreement
in accordance with the terms and conditions of such Subservicing Agreement.
Notwithstanding the provisions of any subservicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer or a subservicer or reference to actions taken through a Master
Servicer or otherwise,




                                       89
<PAGE>

the Master Servicer shall remain obligated and liable to the Depositor, the
Trustee and the Certificateholders for the servicing and administration of the
Mortgage Loans in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such subservicing
agreements or arrangements or by virtue of indemnification from the subservicer
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. Every
subservicing agreement entered into by the Master Servicer shall contain a
provision giving the successor Master Servicer the option to terminate such
agreement without cost in the event a successor Master Servicer is appointed.
All actions of each subservicer performed pursuant to the related subservicing
agreement shall be performed as an agent of the Master Servicer with the same
force and effect as if performed directly by the Master Servicer.

      (b) For purposes of this Agreement, the Master Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans that are received by a subservicer regardless of whether such
payments are remitted by the subservicer to the Master Servicer.

      Section 3.03 Rights of the Depositor, the Sellers, the
                   Certificateholders, the NIM Insurer and the Trustee in
                   Respect of the Master Servicer.

      None of the Trustee, the Sellers, the Certificateholders, the NIM Insurer
or the Depositor shall have any responsibility or liability for any action or
failure to act by the Master Servicer, and none of them is obligated to
supervise the performance of the Master Servicer hereunder or otherwise. The
Master Servicer shall afford (and any Subservicing Agreement shall provide that
each Subservicer shall afford) the Depositor, the NIM Insurer and the Trustee,
upon reasonable notice, during normal business hours, access to all records
maintained by the Master Servicer (and any such Subservicer) in respect of the
Master Servicer's rights and obligations hereunder and access to officers of the
Master Servicer (and those of any such Subservicer) responsible for such
obligations. Upon request, the Master Servicer shall furnish to the Depositor,
the NIM Insurer and the Trustee its (and any such Subservicer's) most recent
financial statements and such other information relating to the Master
Servicer's capacity to perform its obligations under this Agreement that it
possesses. To the extent such information is not otherwise available to the
public, the Depositor, the NIM Insurer and the Trustee shall not disseminate any
information obtained pursuant to the preceding two sentences without the Masters
Servicer's (or any such Subservicer's) written consent, except as required
pursuant to this Agreement or to the extent that it is necessary to do so (i) in
working with legal counsel, auditors, taxing authorities or other governmental
agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Depositor, the Trustee, the
NIM Insurer or the Trust Fund, and in either case, the Depositor, the NIM
Insurer or the Trustee, as the case may be, shall use its reasonable best
efforts to assure the confidentiality of any such disseminated non-public
information. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer under this Agreement and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer under this Agreement or exercise the rights of the Master Servicer
under this Agreement; provided by virtue of such performance by the Depositor of
its designee. The Depositor shall not have any responsibility or




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liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.

      Section 3.04 Trustee to Act as Master Servicer.

      In the event that the Master Servicer shall for any reason no longer be
the Master Servicer hereunder (including by reason of an Event of Default or
termination by the Depositor), the Trustee or its designee shall thereupon
assume all of the rights and obligations of the Master Servicer hereunder
arising thereafter (except that the Trustee shall not be (i) liable for losses
of the Master Servicer pursuant to Section 3.10 hereof or any acts or omissions
of the predecessor Master Servicer hereunder, (ii) obligated to make Advances if
it is prohibited from doing so by applicable law, (iii) obligated to effectuate
repurchases or substitutions of Mortgage Loans hereunder, including pursuant to
Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master
Servicer pursuant to Section 2.03 or (v) deemed to have made any representations
and warranties hereunder, including pursuant to Section 2.03 or the first
paragraph of Section 6.02 hereof). If the Master Servicer shall for any reason
no longer be the Master Servicer (including by reason of any Event of Default or
termination by the Depositor), the Trustee (or any other successor servicer)
may, at its option, succeed to any rights and obligations of the Master Servicer
under any subservicing agreement in accordance with the terms thereof; provided
that the Trustee (or any other successor servicer) shall not incur any liability
or have any obligations in its capacity as servicer under a subservicing
agreement arising prior to the date of such succession unless it expressly
elects to succeed to the rights and obligations of the Master Servicer
thereunder; and the Master Servicer shall not thereby be relieved of any
liability or obligations under the subservicing agreement arising prior to the
date of such succession.

      The Master Servicer shall, upon request of the Trustee, but at the expense
of the Master Servicer, deliver to the assuming party all documents and records
relating to each subservicing agreement and the Mortgage Loans then being
serviced thereunder and an accounting of amounts collected held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
the subservicing agreement to the assuming party.

      Section 3.05 Collection of Mortgage Loan Payments; Certificate
                   Account; Distribution Account; Pre-Funding Account; Seller
                   Shortfall Interest Requirement.

      (a) The Master Servicer shall make reasonable efforts in accordance with
customary and usual standards of practice of prudent mortgage lenders in the
respective states in which the Mortgaged Properties are located to collect all
payments called for under the terms and provisions of the Mortgage Loans to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any related Required Insurance Policy. Consistent with the
foregoing, the Master Servicer may in its discretion (i) waive any late payment
charge or, subject to Section 3.20, any Prepayment Charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 270 days. In
the event of any such arrangement, the Master Servicer shall make Advances on
the related Mortgage Loan during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements. In addition, the NIM Insurer's prior written
consent shall be




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required for any waiver of Prepayment Charges or for the extension of the due
dates for payments due on a Mortgage Note, if the aggregate number of
outstanding Mortgage Loans that have been granted such waivers or extensions
exceeds 5% of the aggregate number of Initial Mortgage Loans and Subsequent
Mortgage Loans. The Master Servicer shall not be required to institute or join
in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.

      (b) The Master Servicer shall establish and maintain a Certificate Account
into which the Master Servicer shall deposit or cause to be deposited on a daily
basis within two Business Days of receipt, except as otherwise specifically
provided herein, the following payments and collections remitted by Subservicers
or received by it in respect of Mortgage Loans subsequent to the Cut-off Date
(other than in respect of principal and interest due on the Mortgage Loans on or
before the Cut-off Date) and the following amounts required to be deposited
hereunder:

            (1) all payments on account of principal, including Principal
      Prepayments, on the Mortgage Loans;

            (2) all payments on account of interest on the Mortgage Loans (net
      of the related Servicing Fee and Prepayment Interest Excess permitted
      under Section 3.15 hereof to the extent not previously paid to or withheld
      by the Master Servicer);

            (3) all Insurance Proceeds;

            (4) all Liquidation Proceeds and Subsequent Recoveries, other than
      proceeds to be applied to the restoration or repair of the Mortgaged
      Property or released to the Mortgagor in accordance with the Master
      Servicer's normal servicing procedures;

            (5) all Compensating Interest;

            (6) any amount required to be deposited by the Master Servicer
      pursuant to Section 3.05(e) in connection with any losses on Permitted
      Investments;

            (7) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.10 hereof;

            (8) the Purchase Price and any Substitution Adjustment Amount;

            (9) all Advances made by the Master Servicer or the Trustee pursuant
      to Section 4.01 hereof;

            (10) all Prepayment Charges and Master Servicer Prepayment Charge
      Payment Amounts; and

            (11) any other amounts required to be deposited hereunder.



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      The foregoing requirements for remittance by the Master Servicer into the
Certificate Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges or assumption fees, if collected, need not be remitted by the
Master Servicer. In the event that the Master Servicer shall remit any amount
not required to be remitted and not otherwise subject to withdrawal pursuant to
Section 3.08 hereof, it may at any time withdraw or direct the institution
maintaining the Certificate Account, to withdraw such amount from the
Certificate Account, any provision herein to the contrary notwithstanding. Such
withdrawal or direction may be accomplished by delivering written notice thereof
to the institution maintaining the Certificate Account, that describes the
amounts deposited in error in the Certificate Account. The Master Servicer shall
maintain adequate records with respect to all withdrawals made pursuant to this
Section. All funds deposited in the Certificate Account shall be held in trust
for the Certificateholders until withdrawn in accordance with Section 3.08.

      No later than 1:00 p.m. Pacific time on the Business Day prior to the
Master Servicer Advance Date in each of and March 2006, April 2006 and May 2006,
CHL shall remit to the Master Servicer, and the Master Servicer shall deposit in
the Certificate Account, the Seller Shortfall Interest Requirement (if any) for
such Master Servicer Advance Date.

      (c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution Account and retain therein the following:

            (1) the aggregate amount remitted by the Master Servicer pursuant to
      the second paragraph of Section 3.08(a); and

            (2) any amount required to be deposited by the Master Servicer
      pursuant to Section 3.05(e) in connection with any losses on Permitted
      Investments.

      The foregoing requirements for remittance by the Master Servicer and
deposit by the Trustee into the Distribution Account shall be exclusive. In the
event that the Master Servicer shall remit any amount not required to be
remitted and not otherwise subject to withdrawal pursuant to Section 3.08
hereof, it may at any time direct the Trustee to withdraw such amount from the
Distribution Account, any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering a written notice to the Trustee that
describes the amounts deposited in error in the Distribution Account. All funds
deposited in the Distribution Account shall be held by the Trustee in trust for
the Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 3.08. In no event shall the Trustee incur
liability for withdrawals from the Distribution Account at the direction of the
Master Servicer.

      (d) If the Pre-Funded Amount is greater than zero, the Trustee shall
establish and maintain, on behalf of the Certificateholders, the Pre-Funding
Account, and on the Closing Date, CHL shall remit the Pre-Funded Amount to the
Trustee for deposit in the Pre-Funding Account.



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      On the Business Day before the Distribution Date following the end of the
Funding Period, the Trustee shall (i) withdraw the amount on deposit in the
Pre-Funding Account (net of investment income), (ii) promptly deposit such
amount in the Distribution Account, and (iii) distribute each amount to the
Certificates on the Distribution Date pursuant to Section 4.04.

      (e) Each institution that maintains the Certificate Account, the
Distribution Account or the Pre-Funding Account shall invest the funds in each
such account, as directed by the Master Servicer, in Permitted Investments,
which shall mature not later than (x) in the case of the Certificate Account,
the second Business Day next preceding the related Distribution Account Deposit
Date (except that if such Permitted Investment is an obligation of the
institution that maintains such Certificate Account, then such Permitted
Investment shall mature not later than the Business Day next preceding such
Distribution Account Deposit Date) and (y) in the case of the Distribution
Account and the Pre-Funding Account, the Business Day immediately preceding the
first Distribution Date that follows the date of such investment (except that if
such Permitted Investment is an obligation of the institution that maintains
such Distribution Account or Pre-Funding Account, then such Permitted Investment
shall mature not later than such Distribution Date), in each case, shall not be
sold or disposed of prior to its maturity. All such Permitted Investments shall
be made in the name of the Trustee, for the benefit of the Certificateholders.
In the case of (i) the Certificate Account and the Distribution Account, all
income and gain net of any losses realized from any such investment shall be for
the benefit of the Master Servicer as servicing compensation and shall be
remitted to it monthly as provided herein and (ii) the Pre-Funding Account, all
income and gain net of any losses realized from any such investment shall be for
the benefit of the Depositor and shall be remitted to the Depositor as provided
herein. The amount of any losses incurred in the Certificate Account or the
Distribution Account in respect of any such investments shall be deposited by
the Master Servicer in the Certificate Account or paid to the Trustee for
deposit into the Distribution Account out of the Master Servicer's own funds
immediately as realized. The amount of any losses incurred in the Pre-Funding
Account in respect of any such investments shall be paid by the Master Servicer
to the Trustee for deposit into the Pre-Funding Account out of the Master
Servicer's own funds immediately as realized. The Trustee shall not be liable
for the amount of any loss incurred in respect of any investment or lack of
investment of funds held in the Certificate Account, the Distribution Account or
the Pre-Funding Account and made in accordance with this Section 3.05.

      (f) The Master Servicer shall give at least 30 days advance notice to the
Trustee, each Seller, each Rating Agency and the Depositor of any proposed
change of location of the Certificate Account prior to any change thereof. The
Trustee shall give at least 30 days advance notice to the Master Servicer, each
Seller, each Rating Agency and the Depositor of any proposed change of the
location of the Distribution Account, the Pre-Funding Account or the Carryover
Reserve Fund prior to any change thereof.

      (g) Except as otherwise expressly provided in this Agreement, if any
default occurs under any Permitted Investment, the Trustee may and, subject to
Sections 8.01 and 8.02(a)(4), at the request of the Holders of Certificates
representing more than 50% of the Voting Rights or the NIM Insurer, shall take
any action appropriate to enforce payment or performance, including the
institution and prosecution of appropriate proceedings.

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      Section 3.06 Collection of Taxes, Assessments and Similar Items; Escrow
                   Accounts.

      To the extent required by the related Mortgage Note, the Master Servicer
shall establish and maintain one or more accounts (each, an "Escrow Account")
and deposit and retain therein all collections from the Mortgagors (or advances
by the Master Servicer) for the payment of taxes, assessments, hazard insurance
premiums or comparable items for the account of the Mortgagors. Nothing herein
shall require the Master Servicer to compel a Mortgagor to establish an Escrow
Account in violation of applicable law.

      Withdrawals of amounts so collected from the Escrow Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
condominium or PUD association dues, or comparable items, to reimburse the
Master Servicer out of related collections for any payments made pursuant to
Sections 3.01 hereof (with respect to taxes and assessments and insurance
premiums) and 3.10 hereof (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required by law or the terms of the related Mortgage or Mortgage Note, to
Mortgagors on balances in the Escrow Account or to clear and terminate the
Escrow Account at the termination of this Agreement in accordance with Section
9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund.

      Section 3.07 Access to Certain Documentation and Information Regarding the
                   Mortgage Loans.

      The Master Servicer shall afford the Depositor, the NIM Insurer and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance policies and other matters relating
to this Agreement, such access being afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the Master
Servicer designated by it. Upon request, the Master Servicer shall furnish to
the Trustee and the NIM Insurer its most recent publicly available financial
statements and any other information relating to its capacity to perform its
obligations under this Agreement reasonably requested by the NIM Insurer.

      Upon reasonable advance notice in writing if required by federal
regulation, the Master Servicer will provide to each Certificateholder or
Certificate Owner that is a savings and loan association, bank or insurance
company certain reports and reasonable access to information and documentation
regarding the Mortgage Loans sufficient to permit such Certificateholder or
Certificate Owner to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that the Master Servicer shall be entitled to be reimbursed by each such
Certificateholder or Certificate Owner for actual expenses incurred by the
Master Servicer in providing such reports and access.



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      Section 3.08 Permitted Withdrawals from the Certificate Account,
                   Distribution Account, Carryover Reserve Fund and the
                   Principal Reserve Fund.

      (a) The Master Servicer may from time to time make withdrawals from the
Certificate Account for the following purposes:

            (i) to pay to the Master Servicer (to the extent not previously paid
      to or withheld by the Master Servicer), as servicing compensation in
      accordance with Section 3.15, that portion of any payment of interest that
      equals the Servicing Fee for the period with respect to which such
      interest payment was made, and, as additional servicing compensation to
      the Master Servicer, those other amounts set forth in Section 3.15;

            (ii) to reimburse each of the Master Servicer and the Trustee for
      Advances made by it with respect to the Mortgage Loans, such right of
      reimbursement pursuant to this subclause (ii) being limited to amounts
      received on particular Mortgage Loan(s) (including, for this purpose,
      Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) that
      represent late recoveries of payments of principal and/or interest on such
      particular Mortgage Loan(s) in respect of which any such Advance was made;

            (iii) [Reserved];

            (iv) to reimburse each of the Master Servicer and the Trustee for
      any Nonrecoverable Advance previously made;

            (v) to reimburse the Master Servicer from Insurance Proceeds for
      Insured Expenses covered by the related Insurance Policy;

            (vi) to pay the Master Servicer any unpaid Servicing Fees and to
      reimburse it for any unreimbursed Servicing Advances, the Master
      Servicer's right to reimbursement of Servicing Advances pursuant to this
      subclause (vi) with respect to any Mortgage Loan being limited to amounts
      received on particular Mortgage Loan(s) (including, for this purpose,
      Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries and
      purchase and repurchase proceeds) that represent late recoveries of the
      payments for which such advances were made pursuant to Section 3.01 or
      Section 3.06;

            (vii) to pay to the applicable Seller, the Depositor or the Master
      Servicer, as applicable, with respect to each Mortgage Loan or property
      acquired in respect thereof that has been purchased pursuant to Section
      2.02, 2.03, 2.04 or 3.12, all amounts received thereon and not taken into
      account in determining the related Purchase Price of such repurchased
      Mortgage Loan;

            (viii) to reimburse the applicable Seller, the Master Servicer, the
      NIM Insurer or the Depositor for expenses incurred by any of them in
      connection with the Mortgage Loans or Certificates and reimbursable
      pursuant to Section 6.03 hereof; provided that such amount shall only be
      withdrawn following the




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      withdrawal from the Certificate Account for deposit into the
      Distribution Account pursuant to the following paragraph;

            (ix) to pay any lender-paid primary mortgage insurance premiums;

            (x) to withdraw any amount deposited in the Certificate Account and
      not required to be deposited therein; and

            (xi) to clear and terminate the Certificate Account upon termination
      of this Agreement pursuant to Section 9.01 hereof.

      In addition, no later than 1:00 p.m. Pacific time on the Distribution
Account Deposit Date, the Master Servicer shall withdraw from the Certificate
Account and remit to the Trustee the Interest Remittance Amount, Principal
Remittance Amount, Prepayment Charges collected and the Master Servicer
Prepayment Charge Payment Amount for each Loan Group, and the Trustee shall
deposit such amount in the Distribution Account.

      The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On the
Closing Date, CHL shall deposit into the Principal Reserve Fund $200.00. Funds
on deposit in the Principal Reserve Fund shall not be invested. The Principal
Reserve Fund shall be treated as an "outside reserve fund" under applicable
Treasury regulations and shall not be part of any REMIC created under this
Agreement.

      On the Business Day before the first Distribution Date, the Trustee shall
transfer $100.00 from the Principal Reserve Fund to the Distribution Account,
and on the first Distribution Date, the Trustee shall withdraw $100 and
distribute such amount to the Class A-R Certificates in reduction of the
Certificate Principal Balance thereof.

      On the Business Day before the Class P Principal Distribution Date, the
Trustee shall transfer from the Principal Reserve Fund to the Distribution
Account $100.00 and shall distribute such amount to the Class P Certificates on
the Class P Principal Distribution Date. Following the distributions to be made
in accordance with the preceding sentence, the Trustee shall then terminate the
Principal Reserve Fund.

      The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Certificate Account pursuant to subclauses (i), (ii), (iv),
(v), (vi), (vii), (viii) and (ix) above. Prior to making any withdrawal from the
Certificate Account pursuant to subclause (iv), the Master Servicer shall
deliver to the Trustee an Officer's Certificate of a Servicing Officer
indicating the amount of any previous Advance determined by the Master Servicer
to be a Nonrecoverable Advance and identifying the related Mortgage Loan(s), and
their respective portions of such Nonrecoverable Advance.

      (b) The Trustee shall withdraw funds from the Distribution Account for
distribution to the Certificateholders and remittance to the Swap Account in the
manner specified in this Agreement (and to withhold from the amounts so
withdrawn, the amount of any taxes that it is authorized to retain pursuant to
the penultimate paragraph of Section 8.11). In addition, the




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Trustee may from time to time make withdrawals from the Distribution Account for
the following purposes:

            (i) to pay the Trustee the Trustee Fee on each Distribution Date;

            (ii) to pay to the Master Servicer, as additional servicing
      compensation, earnings on or investment income with respect to funds in or
      credited to the Distribution Account;

            (iii) to withdraw pursuant to Section 3.05 any amount deposited in
      the Distribution Account and not required to be deposited therein;

            (iv) to reimburse the Trustee for any unreimbursed Advances made by
      it pursuant to Section 4.01(d) hereof, such right of reimbursement
      pursuant to this subclause (iv) being limited to (x) amounts received on
      the related Mortgage Loan(s) in respect of which any such Advance was made
      and (y) amounts not otherwise reimbursed to the Trustee pursuant to
      Section 3.08(a)(ii) hereof;

            (v) to reimburse the Trustee for any Nonrecoverable Advance
      previously made by the Trustee pursuant to Section 4.01(d) hereof, such
      right of reimbursement pursuant to this subclause (v) being limited to
      amounts not otherwise reimbursed to the Trustee pursuant to Section
      3.08(a)(iv) hereof; and

            (vi) to clear and terminate the Distribution Account upon
      termination of the Agreement pursuant to Section 9.01 hereof.

      (c) The Trustee shall withdraw funds from the Carryover Reserve Fund for
distribution to the Certificateholders in the manner specified in this Agreement
(and to withhold from the amounts so withdrawn, the amount of any taxes that it
is authorized to retain pursuant to the penultimate paragraph of Section 8.11).
In addition, the Trustee may from time to time make withdrawals from the
Carryover Reserve Fund for the following purposes:

            (1) to withdraw any amount deposited in the Carryover Reserve Fund
      and not required to be deposited therein; and

            (2) to clear and terminate the Carryover Reserve Fund upon
      termination of the Agreement pursuant to Section 9.01 hereof.

      Section 3.09 [Reserved].

      Section 3.10 Maintenance of Hazard Insurance.

      The Master Servicer shall cause to be maintained, for each Mortgage Loan,
hazard insurance with extended coverage in an amount that is at least equal to
the lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan and (ii) the greater of (a) the outstanding principal balance of
the Mortgage Loan and (b) an amount such that the proceeds of such policy shall
be sufficient to prevent the related Mortgagor and/or mortgagee from becoming a
co-insurer. Each such policy of standard hazard insurance shall contain, or





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have an accompanying endorsement that contains, a standard mortgagee clause. The
Master Servicer shall also cause flood insurance to be maintained on property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan,
to the extent described below. Pursuant to Section 3.05 hereof, any amounts
collected by the Master Servicer under any such policies (other than the amounts
to be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with
the Master Servicer's normal servicing procedures) shall be deposited in the
Certificate Account. Any cost incurred by the Master Servicer in maintaining any
such insurance shall not, for the purpose of calculating monthly distributions
to the Certificateholders or remittances to the Trustee for their benefit, be
added to the principal balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of late payments by the related Mortgagor or out of
Liquidation Proceeds or Subsequent Recoveries to the extent permitted by Section
3.08 hereof. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the time of
origination of the Mortgage Loan in a federally designated special flood hazard
area and such area is participating in the national flood insurance program, the
Master Servicer shall cause flood insurance to be maintained with respect to
such Mortgage Loan. Such flood insurance shall be in an amount equal to the
lesser of (i) the original principal balance of the related Mortgage Loan, (ii)
the replacement value of the improvements that are part of such Mortgaged
Property, or (iii) the maximum amount of such insurance available for the
related Mortgaged Property under the Flood Disaster Protection Act of 1973, as
amended. If the hazard policy contains a deductible clause, the Master Servicer
will be required to deposit from its own funds into the Certificate Account the
amounts that would have been deposited therein but for the deductible clause.

      Section 3.11 Enforcement of Due-On-Sale Clauses; Assumption Agreements.

      (a) Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has knowledge of such
conveyance, enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Master Servicer is not required to exercise
such rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise so required under such Mortgage Note or Mortgage as a condition to
such transfer. In the event that the Master Servicer is prohibited by law from
enforcing any such due-on-sale clause, or if coverage under any Required
Insurance Policy would be adversely affected, or if nonenforcement is otherwise
permitted hereunder, the Master Servicer is authorized, subject to Section
3.11(b), to take or enter into an assumption and modification agreement from or
with the person to whom such property has been or is about to be conveyed,
pursuant to which such person becomes liable under the Mortgage Note and, unless
prohibited by applicable state law, the Mortgagor remains liable thereon,
provided that the Mortgage Loan shall continue to be




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covered (if so covered before the Master Servicer enters such agreement) by the
applicable Required Insurance Policies. The Master Servicer, subject to Section
3.11(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. The Master Servicer shall notify the Trustee that any such
substitution, modification or assumption agreement has been completed by
forwarding to the Trustee the executed original of such substitution or
assumption agreement, which document shall be added to the related Mortgage File
and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof.

      (b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.11(a) hereof, in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption agreement or modification agreement or supplement
to the Mortgage Note or Mortgage that requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Master Servicer shall prepare
and deliver or cause to be prepared and delivered to the Trustee for signature
and shall direct, in writing, the Trustee to execute the assumption agreement
with the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Gross Margin,
the Initial Periodic Rate Cap, the Subsequent Periodic Rate Cap, the Adjustment
Date and any other term affecting the amount or timing of payment on the
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Master Servicer in accordance with
its underwriting standards as then in effect. The Master Servicer shall notify
the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original of such substitution or
assumption agreement, which in the case of the original shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer for
entering into an assumption or substitution of liability agreement will be
retained by the Master Servicer as additional servicing compensation.

      Section 3.12 Realization Upon Defaulted Mortgage Loans; Determination of
                   Excess Proceeds and Realized Losses; Repurchase of Certain
                   Mortgage Loans.

      (a) The Master Servicer may agree to a modification of any Mortgage Loan
(the "Modified Mortgage Loan") if (i) CHL purchases the Modified Mortgage Loan
from the Trust Fund immediately following the modification as described below
and (ii) the Stated Principal Balance of such Mortgage Loan, when taken together
with the aggregate of the Stated Principal Balances of all other Mortgage Loans
in the same Loan Group that have been so




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modified since the Closing Date at the time of those modifications, does not
exceed an amount equal to 5% of the aggregate Certificate Principal Balance of
the related Certificates. Effective immediately after the modification, and, in
any event, on the same Business Day on which the modification occurs, all
interest of the Trustee in the Modified Mortgage Loan shall automatically be
deemed transferred and assigned to CHL and all benefits and burdens of ownership
thereof, including the right to accrued interest thereon from the date of
modification and the risk of default thereon, shall pass to CHL. The Master
Servicer shall promptly deliver to the Trustee a certification of a Servicing
Officer to the effect that all requirements of this paragraph have been
satisfied with respect to the Modified Mortgage Loan. For federal income tax
purposes, the Trustee shall account for such purchase as a prepayment in full of
the Modified Mortgage Loan. CHL shall remit the Purchase Price to the Master
Servicer for deposit into the Certificate Account pursuant to Section 3.05
within one Business Day after the purchase of the Modified Mortgage Loan. Upon
receipt by the Trustee of written notification of any such deposit signed by a
Servicing Officer, the Trustee shall release to CHL or its designee the related
Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in CHL
any Modified Mortgage Loan previously transferred and assigned pursuant hereto.
CHL covenants and agrees to indemnify the Trust Fund against any liability for
any "prohibited transaction" taxes and any related interest, additions, and
penalties imposed on the Trust Fund established hereunder as a result of any
modification of a Mortgage Loan effected pursuant to this subsection (a), any
holding of a Modified Mortgage Loan by the Trust Fund or any purchase of a
Modified Mortgage Loan by CHL (but such obligation shall not prevent CHL or any
other appropriate Person from in good faith contesting any such tax in
appropriate proceedings and shall not prevent CHL from withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings). CHL
shall have no right of reimbursement for any amount paid pursuant to the
foregoing indemnification, except to the extent that the amount of any tax,
interest, and penalties, together with interest thereon, is refunded to the
Trust Fund or CHL. If the Master Servicer agrees to a modification of any
Mortgage Loan pursuant to this Section 3.12(a), and if such Mortgage Loan
carries a Prepayment Charge provision, CHL shall deliver to the Trustee the
amount of the Prepayment Charge, if any, that would have been due had such
Mortgage Loan been prepaid at the time of such modification, for deposit into
the Certificate Account (not later than 1:00 p.m. Pacific time on the Master
Servicer Advance Date immediately succeeding the date of such modification) for
distribution in accordance with the terms of this Agreement.

      (b) The Master Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer shall
follow such practices and procedures as it shall deem necessary or advisable and
as shall be normal and usual in its general mortgage servicing activities and
the requirements of the insurer under any Required Insurance Policy; provided
that the Master Servicer shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it
through Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Certificate Account pursuant to Section 3.08
hereof). The Master Servicer shall be responsible for all other




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costs and expenses incurred by it in any such proceedings; provided that it
shall be entitled to reimbursement thereof from the proceeds of liquidation of
the related Mortgaged Property and any related Subsequent Recoveries, as
contemplated in Section 3.08 hereof. If the Master Servicer has knowledge that a
Mortgaged Property that the Master Servicer is contemplating acquiring in
foreclosure or by deed-in-lieu of foreclosure is located within a one-mile
radius of any site with environmental or hazardous waste risks known to the
Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged
Property, consider such risks and only take action in accordance with its
established environmental review procedures.

      With respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee for the benefit of the Certificateholders (or
the Trustee's nominee on behalf of the Certificateholders). The Trustee's name
shall be placed on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The Master Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity thereunder. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall either itself or through an agent selected by the Master
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions. The
net monthly rental income, if any, from such REO Property shall be deposited in
the Certificate Account no later than the close of business on each
Determination Date. The Master Servicer shall perform the tax reporting and
withholding related to foreclosures, abandonments and cancellation of
indebtedness income as specified by Sections 1445, 6050J and 6050P of the Code
by preparing and filing such tax and information returns, as may be required.

      In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that maximizes the Liquidation Proceeds, but in
no event later than three years after its acquisition by the Trust Fund or, at
the expense of the Trust Fund, the Master Servicer shall request, more than 60
days prior to the day on which such three-year period would otherwise expire, an
extension of the three-year grace period. In the event the Trustee shall have
been supplied with an Opinion of Counsel (such opinion not to be an expense of
the Trustee) to the effect that the holding by the Trust Fund of such Mortgaged
Property subsequent to such three-year period will not result in the imposition
of taxes on "prohibited transactions" of the Trust Fund as defined in section
860F of the Code or cause any REMIC formed hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, and the Trust Fund may
continue to hold such Mortgaged Property (subject to any conditions contained in
such Opinion of Counsel) after the expiration of such three-year period.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
in such a manner



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or pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of section 860G(a)(8) of
the Code or (ii) subject the Trust Fund to the imposition of any federal, state
or local income taxes on the income earned from such Mortgaged Property under
section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed
to indemnify and hold harmless the Trust Fund with respect to the imposition of
any such taxes.

      The decision of the Master Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Master Servicer that the
proceeds of such foreclosure would exceed the costs and expenses of bringing
such a proceeding. The income earned from the management of any Mortgaged
Properties acquired through foreclosure or other judicial proceeding, net of
reimbursement to the Master Servicer for expenses incurred (including any
property or other taxes) in connection with such management and net of
unreimbursed Servicing Fees, Advances, Servicing Advances and any management fee
paid or to be paid with respect to the management of such Mortgaged Property,
shall be applied to the payment of principal of, and interest on, the related
defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans
were still current) and all such income shall be deemed, for all purposes in
this Agreement, to be payments on account of principal and interest on the
related Mortgage Notes and shall be deposited into the Certificate Account. To
the extent the income received during a Prepayment Period is in excess of the
amount attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related Mortgage Loan, such excess shall be considered to
be a partial Principal Prepayment for all purposes hereof.

      The Liquidation Proceeds from any liquidation of a Mortgage Loan and any
Subsequent Recoveries, net of any payment to the Master Servicer as provided
above, shall be deposited in the Certificate Account as provided in Section 3.05
for distribution on the related Distribution Date, except that any Excess
Proceeds shall be retained by the Master Servicer as additional servicing
compensation.

      The proceeds of any Liquidated Mortgage Loan, as well as any recovery
resulting from a partial collection of Liquidation Proceeds or any income from
an REO Property, will be applied in the following order of priority: first, to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Servicing Fees, pursuant to Section 3.08(a)(vi) or this Section 3.12;
second, to reimburse the Master Servicer for any unreimbursed Advances, pursuant
to Section 3.08(a)(ii) or this Section 3.12; third, to accrued and unpaid
interest (to the extent no Advance has been made for such amount) on the
Mortgage Loan or related REO Property, at the Net Mortgage Rate to the Due Date
occurring in the month in which such amounts are required to be distributed; and
fourth, as a recovery of principal of the Mortgage Loan.

      (c) [Reserved].

      (d) The Master Servicer, in its sole discretion, shall have the right to
elect (by written notice sent to the Trustee) to purchase for its own account
from the Trust Fund any Mortgage Loan that is 150 days or more delinquent at a
price equal to the Purchase Price; provided, however, that the Master Servicer
may only exercise this right on or before the last day of the calendar month in
which such Mortgage Loan became 150 days delinquent (such month, the "Eligible
Repurchase Month"); provided further, that any such Mortgage Loan which




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becomes current but thereafter becomes delinquent may be purchased by the Master
Servicer pursuant to this Section in any ensuing Eligible Repurchase Month. The
Purchase Price for any Mortgage Loan purchased hereunder shall be deposited in
the Certificate Account. Any purchase of a Mortgage Loan pursuant to this
Section 3.12(d) shall be accomplished by remittance to the Master Servicer for
deposit in the Certificate Account of the Purchase Price. The Trustee, upon
receipt of certification from the Master Servicer of such deposit and a Request
for File Release from the Master Servicer, shall release or cause to be released
to the purchaser of such Mortgage Loan the related Mortgage File and shall
execute and deliver such instruments of transfer or assignment prepared by the
purchaser of such Mortgage Loan, in each case without recourse, as shall be
necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan
released pursuant hereto and the purchaser of such Mortgage Loan shall succeed
to all the Trustee's right, title and interest in and to such Mortgage Loan and
all security and documents related thereto. Such assignment shall be an
assignment outright and not for security. The purchaser of such Mortgage Loan
shall thereupon own such Mortgage Loan, and all security and documents, free of
any further obligation to the Trustee or the Certificateholders with respect
thereto.

      Section 3.13 Trustee to Cooperate; Release of Mortgage Files.

      Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer will promptly notify the
Trustee by delivering a Request for File Release. Upon receipt of such request,
the Trustee shall promptly release the related Mortgage File to the Master
Servicer, and the Trustee shall at the Master Servicer's direction execute and
deliver to the Master Servicer the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage in each case provided by the Master Servicer, together
with the Mortgage Note with written evidence of cancellation thereon. The Master
Servicer is authorized to cause the removal from the registration on the MERS(R)
System of such Mortgage and to execute and deliver, on behalf of the Trust Fund
and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Certificate Account, the Distribution Account, the
Carryover Reserve Fund or the related subservicing account. From time to time
and as shall be appropriate for the servicing or foreclosure of any Mortgage
Loan, including for such purpose, collection under any policy of flood insurance
any fidelity bond or errors or omissions policy, or for the purposes of
effecting a partial release of any Mortgaged Property from the lien of the
Mortgage or the making of any corrections to the Mortgage Note or the Mortgage
or any of the other documents included in the Mortgage File, the Trustee shall,
upon delivery to the Trustee of a Request for Document Release or a Request for
File Release, as applicable, release the documents specified in such request or
the Mortgage File, as the case may be, to the Master Servicer. Subject to the
further limitations set forth below, the Master Servicer shall cause the
Mortgage File or documents so released to be returned to the Trustee when the
need therefor by the Master Servicer no longer exists, unless the Mortgage Loan
is liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer shall deliver to the Trustee a Request for
File Release for any remaining documents in the Mortgage File not in the
possession of the Master Servicer.



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      If the Master Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by this Agreement,
the Master Servicer shall deliver or cause to be delivered to the Trustee, for
signature, as appropriate, any court pleadings, requests for trustee's sale or
other documents necessary to effectuate such foreclosure or any legal action
brought to obtain judgment against the Mortgagor on the Mortgage Note or the
Mortgage or to obtain a deficiency judgment or to enforce any other remedies or
rights provided by the Mortgage Note or the Mortgage or otherwise available at
law or in equity. Notwithstanding the foregoing, the Master Servicer shall cause
possession of any Mortgage File or of the documents therein that shall have been
released by the Trustee to be returned to the Trustee within 21 calendar days
after possession thereof shall have been released by the Trustee unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account, and the Master
Servicer shall have delivered to the Trustee a Request for File Release or (ii)
the Mortgage File or document shall have been delivered to an attorney or to a
public trustee or other public official as required by law for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property and the Master Servicer shall have delivered to the
Trustee an Officer's Certificate of a Servicing Officer certifying as to the
name and address of the Person to which the Mortgage File or the documents
therein were delivered and the purpose or purposes of such delivery.

      Section 3.14 Documents, Records and Funds in Possession of Master
                   Servicer to be Held for the Trustee.

      Notwithstanding any other provisions of this Agreement, the Master
Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or that otherwise are
collected by the Master Servicer as Liquidation Proceeds, Insurance Proceeds or
Subsequent Recoveries in respect of any Mortgage Loan. All Mortgage Files and
funds collected or held by, or under the control of, the Master Servicer in
respect of any Mortgage Loans, whether from the collection of principal and
interest payments or from Liquidation Proceeds or Subsequent Recoveries
including but not limited to, any funds on deposit in the Certificate Account,
shall be held by the Master Servicer for and on behalf of the Trust Fund and
shall be and remain the sole and exclusive property of the Trust Fund, subject
to the applicable provisions of this Agreement. The Master Servicer also agrees
that it shall not create, incur or subject any Mortgage File or any funds that
are deposited in the Certificate Account, the Distribution Account, the
Carryover Reserve Fund or in any Escrow Account (as defined in Section 3.06), or
any funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.



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      Section 3.15 Servicing Compensation.

      As compensation for its activities hereunder, the Master Servicer shall be
entitled to retain or withdraw from the Certificate Account out of each payment
of interest on a Mortgage Loan included in the Trust Fund an amount equal to
interest at the applicable Servicing Fee Rate on the Stated Principal Balance of
the related Mortgage Loan for the period covered by such interest payment.

      Additional servicing compensation in the form of any Excess Proceeds,
assumption fees, late payment charges, Prepayment Interest Excess, and all
income and gain net of any losses realized from Permitted Investments shall be
retained by the Master Servicer to the extent not required to be deposited in
the Certificate Account pursuant to Section 3.05 or 3.12(b) hereof. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder (including payment of any premiums for hazard
insurance, as required by Section 3.10 hereof and maintenance of the other forms
of insurance coverage required by Section 3.10 hereof) and shall not be entitled
to reimbursement therefor except as specifically provided in Sections 3.08 and
3.12 hereof.

      Section 3.16 Access to Certain Documentation.

      The Master Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of the Certificates and
Certificate Owners and the examiners and supervisory agents of the OTS, the FDIC
and such other authorities, access to the documentation regarding the Mortgage
Loans required by applicable regulations of the OTS and the FDIC. Such access
shall be afforded without charge, but only upon reasonable and prior written
request and during normal business hours at the offices of the Master Servicer
designated by it. Nothing in this Section shall limit the obligation of the
Master Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors and the failure of the Master Servicer to
provide access as provided in this Section as a result of such obligation shall
not constitute a breach of this Section.

      Section 3.17 Annual Statement as to Compliance.

      (a) The Master Servicer shall deliver to the Depositor and the Trustee on
or before March 15 of each year, commencing with its 2007 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (i) a review of
the activities of the Master Servicer during the preceding calendar year (or
applicable portion thereof) and of the performance of the Master Servicer under
this Agreement, has been made under such officer's supervision and (ii) to the
best of such officer's knowledge, based on such review, the Master Servicer has
fulfilled all its obligations under this Agreement, in all material respects
throughout such year (or applicable portion thereof), or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof and (iii)
to the best of such officer's knowledge, each Subservicer has fulfilled all its
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been a failure to fulfill any such obligation in any
material respect specifying each such failure known to such officer and the
nature and status thereof.

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<PAGE>

      (b) The Master Servicer shall cause each Subservicer to deliver to the
Depositor and the Trustee on or before March 15 of each year, commencing with
its 2007 fiscal year, an Officer's Certificate stating, as to the signer
thereof, that (i) a review of the activities of such Subservicer during the
preceding calendar year (or applicable portion thereof) and of the performance
of the Subservicer under the applicable Subservicing Agreement or primary
servicing agreement, has been made under such officer's supervision and (ii) to
the best of such officer's knowledge, based on such review, such Subservicer has
fulfilled all its obligations under the applicable Subservicing Agreement or
primary servicing agreement, in all material respects throughout such year (or
applicable portion thereof), or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status thereof.

      (c)The Trustee shall forward a copy of each such statement to each Rating
Agency. Copies of such statement shall be provided by the Trustee to any
Certificateholder or Certificate Owner upon request at the Master Servicer's
expense, provided such statement is delivered by the Master Servicer to the
Trustee.

      Section 3.18 [Reserved].

      Section 3.19 [Reserved].

      Section 3.20 Prepayment Charges.

      (a) Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment in full or in part of a Mortgage Loan, the
Master Servicer may not waive any Prepayment Charge or portion thereof required
by the terms of the related Mortgage Note unless (i) such Mortgage Loan is in
default or the Master Servicer believes that such a default is imminent, and the
Master Servicer determines that such waiver would maximize recovery of
Liquidation Proceeds for such Mortgage Loan, taking into account the value of
such Prepayment Charge, or (ii) (A) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating
to creditors' rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law. In the event of a Principal Prepayment
in full or in part with respect to any Mortgage Loan, the Master Servicer shall
deliver to the Trustee an Officer's Certificate substantially in the form of
Exhibit T no later than the third Business Day following the immediately
succeeding Determination Date with a copy to the Class P Certificateholders. If
the Master Servicer has waived or does not collect all or a portion of a
Prepayment Charge relating to a Principal Prepayment in full or in part due to
any action or omission of the Master Servicer, other than as provided above, the
Master Servicer shall deliver to the Trustee, together with the Principal
Prepayment in full or in part, the amount of such Prepayment Charge (or such
portion thereof as had been waived) for deposit into the Certificate Account
(not later than 1:00 p.m. Pacific time on the immediately succeeding Master
Servicer Advance Date, in the case of such Prepayment Charge) for distribution
in accordance with the terms of this Agreement.



                                      107
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      (b) Upon discovery by the Master Servicer or a Responsible Officer of the
Trustee of a breach of the foregoing subSection (a), the party discovering the
breach shall give prompt written notice to the other parties.

      (c) CHL represents and warrants to the Depositor and the Trustee, as of
the Closing Date and each Subsequent Transfer Date, that the information in the
Prepayment Charge Schedule (including the attached prepayment charge summary) is
complete and accurate in all material respects at the dates as of which the
information is furnished and each Prepayment Charge is permissible and
enforceable in accordance with its terms under applicable state law, except as
the enforceability thereof is limited due to acceleration in connection with a
foreclosure or other involuntary payment.

      (d) Upon discovery by the Master Servicer or a Responsible Officer of the
Trustee of a breach of the foregoing clause (c) that materially and adversely
affects right of the Holders of the Class P Certificates to any Prepayment
Charge, the party discovering the breach shall give prompt written notice to the
other parties. Within 60 days of the earlier of discovery by the Master Servicer
or receipt of notice by the Master Servicer of breach, the Master Servicer shall
cure the breach in all material respects or shall pay into the Certificate
Account the amount of the Prepayment Charge that would otherwise be due from the
Mortgagor, less any amount representing such Prepayment Charge previously
collected and paid by the Master Servicer into the Certificate Account.

      Section 3.21  Swap Contract.

      CHL shall cause The Bank of New York to enter into the Swap Contract
Administration Agreement and shall assign all of its right, title and interest
in and to the interest rate swap transaction evidenced by the Swap Contract to,
and shall cause all of its obligations in respect of such transaction to be
assumed by, the Swap Contract Administrator, on the terms and conditions set
forth in the Swap Contract Assignment Agreement. The Trustee's rights to receive
certain proceeds of the Swap Contract as provided in the Swap Contract
Administration Agreement shall be rights of the Trustee as Swap Trustee
hereunder, shall be an asset of the Swap Trust and shall not be an asset of the
Trust Fund nor of any REMIC. The Swap Trustee shall deposit any amounts received
from time to time from the Swap Contract Administrator with respect to the Swap
Contract into the Swap Account. The Master Servicer shall deposit any amounts
received on behalf of the Swap Trustee from time to time with respect to the
Swap Contract into the Swap Account.

      On the Business Day preceding each Distribution Date, the Swap Trustee
shall notify the Swap Contract Administrator of any amounts distributable to the
Interest-Bearing Certificates pursuant to Section 4.04(d)(3) through (8) that
will remain unpaid following all distributions to be made on such Distribution
Date pursuant to Section 4.04(a) through (c).

      No later than two Business Days following each Distribution Date, the
Trustee shall provide the Swap Contract Administrator with information regarding
the aggregate Certificate Principal Balance of the Interest-Bearing Certificates
after all distributions on such Distribution Date.

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<PAGE>

      Upon the Swap Contract Administrator obtaining actual knowledge of the
rating of the Swap Counterparty falling below the Approved Rating Thresholds (as
defined in the Swap Contract), the Swap Trustee shall direct the Swap Contract
Administrator to demand payment of the Delivery Amount (as defined in the ISDA
Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit
Support Annex) and to perform its other obligations in accordance with the ISDA
Credit Support Annex. If a Delivery Amount is demanded, the Swap Trustee shall
set up an account in accordance with Section 4.09 to hold cash or other eligible
investments pledged under the ISDA Credit Support Annex. Any cash or other
eligible investments pledged under the ISDA Credit Support Annex shall not be
part of the Distribution Account or the Swap Account unless they are applied in
accordance with the ISDA Credit Support Annex to make a payment due to the Swap
Contract Administrator pursuant to the Swap Contract. If Eligible Credit Support
(as defined in the ISDA Credit Support Annex) with a value equal to the Delivery
Amount is not delivered, the Swap Trustee shall direct the Swap Contract
Administrator to notify the Swap Counterparty of such failure.

      Upon the Swap Trustee obtaining actual knowledge of a Failure to Pay or
Deliver (as defined in the Swap Contract), the Swap Trustee shall direct the
Swap Contract Administrator to demand payment under the Swap Guarantee.

      Upon the Swap Trustee obtaining actual knowledge of an Event of Default
(as defined in the Swap Contract) or Termination Event (as defined in the Swap
Contract) for which the Swap Contract Administrator has the right to designate
an Early Termination Date (as defined in the Swap Contract), the Swap Trustee
shall act at the written direction of the Depositor as to whether to direct the
Swap Contract Administrator to designate an Early Termination Date; provided,
however, that the Swap Trustee shall provide written notice to each Rating
Agency following the Event of Default or Termination Event. Upon the termination
of the Swap Contract under the circumstances contemplated by this Section 3.21,
the Swap Trustee shall use its reasonable best efforts to enforce the rights of
the Swap Contract Administrator as may be permitted by the terms of the Swap
Contract and consistent with the terms hereof, and CHL shall assist the Swap
Contract Administrator in procuring a replacement swap contract with terms
approximating those of the original Swap Contract.

      In the event that the swap counterparty in respect of a replacement swap
contract pays any upfront amount to the Swap Contract Administrator in
connection with entering into the replacement swap contract and such upfront
amount is received by the Swap Contract Administrator prior to the Distribution
Date on which any Swap Termination Payment will be payable to the Swap
Counterparty in respect of the original Swap Contract, a portion of that upfront
amount equal to the lesser of (x) that upfront amount and (y) the amount of the
Swap Termination Payment due to the Swap Counterparty in respect of the original
Swap Contract (the "Adjusted Replacement Upfront Amount") shall be included in
Interest Funds for Loan Group 1 and Loan Group 2 pro rata based on their
respective Interest Funds for that Distribution Date and any upfront amount in
excess of the Adjusted Replacement Upfront Amount shall be distributed to CHL
and will not be available to make distributions in respect of any Class of
Certificates. Any upfront amount paid to the Swap Contract Administrator by the
swap counterparty in respect of a replacement swap contract after the
Distribution Date on which any Swap Termination Payment will be payable to the
Swap Counterparty in respect of the original Swap Contract, such upfront amount
shall be retained by the Swap Contract Administrator and



                                      109
<PAGE>

remitted to the Swap Trustee on subsequent Distribution Dates up to and
including the Swap Contract Termination Date to pay any amounts distributable to
the Interest-Bearing Certificates pursuant to Section 4.04(d)(3) through (8)
that will remain unpaid following all distributions to be made on such
Distribution Date pursuant to Section 4.04(a) through (c).

      Any portion of any Net Swap Payment or Swap Termination Payment payable by
the Swap Counterparty and not remitted by the Swap Contract Administrator to the
Swap Trustee with respect to any Distribution Date will be remitted to CHL and
will not be available to make distributions in respect of any Class of
Certificates.

      The Swap Counterparty shall be an express third party beneficiary of this
Agreement for the purpose of enforcing the provisions hereof to the extent of
the Swap Counterparty's rights explicitly specified herein as if a party hereto.

                                   ARTICLE IV.
                DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

      Section 4.01  Advances; Remittance Reports.

      (a) Within two Business Days after each Determination Date, the Master
Servicer shall deliver to the Trustee by facsimile or electronic mail (or by
such other means as the Master Servicer and the Trustee, as the case may be, may
agree from time to time) a Remittance Report with respect to the related
Distribution Date. The Trustee shall not be responsible to recompute,
recalculate or verify any information provided to it by the Master Servicer.

      (b) Subject to the conditions of this Article IV, the Master Servicer, as
required below, shall make an Advance and deposit such Advance in the
Certificate Account. Each such Advance shall be remitted to the Certificate
Account no later than 1:00 p.m. Pacific time on the Master Servicer Advance Date
in immediately available funds. The Trustee will provide notice to the Master
Servicer by facsimile by the close of business on any Master Servicer Advance
Date in the event that the amount remitted by the Master Servicer to the Trustee
on the Distribution Account Deposit Date is less than the Advances required to
be made by the Master Servicer for such Distribution Date. The Master Servicer
shall be obligated to make any such Advance only to the extent that such advance
would not be a Nonrecoverable Advance. If the Master Servicer shall have
determined that it has made a Nonrecoverable Advance or that a proposed Advance
or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
the Master Servicer shall deliver (i) to the Trustee for the benefit of the
Certificateholders funds constituting the remaining portion of such Advance, if
applicable, and (ii) to the Depositor, each Rating Agency and the Trustee an
Officer's Certificate setting forth the basis for such determination.

      (c) In lieu of making all or a portion of such Advance from its own funds,
the Master Servicer may (i) cause to be made an appropriate entry in its records
relating to the Certificate Account that any Amount Held for Future
Distributions has been used by the Master Servicer in discharge of its
obligation to make any such Advance and (ii) transfer such funds from the
Certificate Account to the Distribution Account. Any funds so applied and
transferred




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shall be replaced by the Master Servicer by deposit in the Certificate Account
no later than the close of business on the Business Day immediately preceding
the Distribution Date on which such funds are required to be distributed
pursuant to this Agreement. The Master Servicer shall be entitled to be
reimbursed from the Certificate Account for all Advances of its own funds made
pursuant to this Section as provided in Section 3.08. The obligation to make
Advances with respect to any Mortgage Loan shall continue until such Mortgage
Loan is paid in full or becomes a Liquidated Mortgage Loan or until the purchase
or repurchase thereof (or substitution therefor) from the Trustee pursuant to
any applicable provision of this Agreement, except as otherwise provided in this
Section 4.01.

      (d) If the Master Servicer determines that it will be unable to comply
with its obligation to make the Advances as and when described in paragraphs (b)
and (c) immediately above, it shall use its best efforts to give written notice
thereof to the Trustee (each such notice a "Trustee Advance Notice"; and such
notice may be given by facsimile), not later than 3:00 p.m., New York time, on
the Business Day immediately preceding the related Master Servicer Advance Date,
specifying the amount that it will be unable to deposit (each such amount an
"Advance Deficiency") and certifying that such Advance Deficiency constitutes an
Advance hereunder and is not a Nonrecoverable Advance. If the Trustee receives a
Trustee Advance Notice on or before 3:30 p.m., (New York time) on a Master
Servicer Advance Date, the Trustee shall, not later than 3:00 p.m., (New York
time), on the related Distribution Date, deposit in the Distribution Account an
amount equal to the Advance Deficiency identified in such Trustee Advance Notice
unless it is prohibited from so doing by applicable law. Notwithstanding the
foregoing, the Trustee shall not be required to make such deposit if the Trustee
shall have received written notification from the Master Servicer that the
Master Servicer has deposited or caused to be deposited in the Certificate
Account an amount equal to such Advance Deficiency. All Advances made by the
Trustee pursuant to this Section 4.01(d) shall accrue interest on behalf of the
Trustee at the Trustee Advance Rate from and including the date such Advances
are made to but excluding the date of repayment, with such interest being an
obligation of the Master Servicer and not the Trust Fund. The Master Servicer
shall reimburse the Trustee for the amount of any Advance made by the Trustee
pursuant to this Section 4.01(d) together with accrued interest, not later than
6:00 p.m. (New York time) on the Business Day following the related Distribution
Date. In the event that the Master Servicer does not reimburse the Trustee in
accordance with the requirements of the preceding sentence, the Trustee shall
immediately (i) terminate all of the rights and obligations of the Master
Servicer under this Agreement in accordance with Section 7.01 and (ii) subject
to the limitations set forth in Section 3.04, assume all of the rights and
obligations of the Master Servicer hereunder.

      (e) The Master Servicer shall, not later than the close of business on the
second Business Day immediately preceding each Distribution Date, deliver to the
Trustee a report (in form and substance reasonably satisfactory to the Trustee)
that indicates (i) the Mortgage Loans with respect to which the Master Servicer
has determined that the related Scheduled Payments should be advanced and (ii)
the amount of the related Scheduled Payments. The Master Servicer shall deliver
to the Trustee on the related Master Servicer Advance Date an Officer's
Certificate of a Servicing Officer indicating the amount of any proposed Advance
determined by the Master Servicer to be a Nonrecoverable Advance.



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      Section 4.02 Reduction of Servicing Compensation in Connection with
                   Prepayment Interest Shortfalls.

      In the event that any Mortgage Loan is the subject of a Prepayment
Interest Shortfall, the Master Servicer shall remit any related Compensating
Interest as part of the related Interest Remittance Amount as provided in this
Agreement. The Master Servicer shall not be entitled to any recovery or
reimbursement for Compensating Interest from the Depositor, the Trustee, any
Seller, the Trust Fund or the Certificateholders.

      Section 4.03  [Reserved].

      Section 4.04  Distributions.

      (a) On each Distribution Date, the Interest Funds for such Distribution
Date shall be distributed by the Trustee from the Distribution Account in the
following order of priority:

            (i) from the Interest Funds for Loan Group 1 and Loan Group 2, pro
      rata based on the Interest Funds for each such Loan Group, to the Swap
      Account, the amount of any Net Swap Payment and any Swap Termination
      Payment (other than a Swap Termination Payment due to a Swap Counterparty
      Trigger Event) payable to the Swap Counterparty with respect to such
      Distribution Date;

            (ii) concurrently:

                  (a) from Interest Funds for Loan Group 1, concurrently to each
            Class of Class 1-A Certificates, the Current Interest and Interest
            Carry Forward Amount for such Class and such Distribution Date, pro
            rata, based on their respective entitlements,

                  (b) from Interest Funds for Loan Group 2, concurrently to each
            Class of Class 2-A Certificates, the Current Interest and Interest
            Carry Forward Amount for each such Class and such Distribution Date,
            pro rata, based on their respective entitlements,

            (iii) from the remaining Interest Funds for Loan Group 1 and Loan
      Group 2, concurrently to each Class of Class A Certificates, any remaining
      Current Interest and Interest Carry Forward Amount not paid pursuant to
      clauses (ii)(a) and (ii)(b), pro rata, based on the Certificate Principal
      Balances thereof, to the extent needed to pay any Current Interest and
      Interest Carry Forward Amount for each such Class; provided that Interest
      Funds remaining after such allocation to pay any Current Interest and
      Interest Carry Forward Amount based on the Certificate Principal Balances
      of the Certificates will be distributed to each Class of Class A
      Certificates with respect to which there remains any unpaid Current
      Interest and Interest Carry Forward Amount (after the distribution based
      on Certificate Principal Balances), pro rata, based on the amount of such
      remaining unpaid Current Interest and Interest Carry Forward Amount,



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            (iv) from the remaining Interest Funds for Loan Group 1 and Loan
      Group 2, sequentially:

                  (a) sequentially, to the Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
            Certificates, in that order, the Current Interest for each such
            Class, and

                  (b) any remainder as part of the Excess Cashflow.

      (b) On each Distribution Date, the Principal Distribution Amount for such
Distribution Date with respect to Loan Group 1 and Loan Group 2 shall be
distributed by the Trustee from the Distribution Account in the following order
of priority:

            (1) with respect to any Distribution Date prior to the Stepdown Date
      or on which a Trigger Event is in effect, sequentially:

            (A) concurrently:

            (i) from the Principal Distribution Amount for Loan Group 1,
      sequentially:

                  (a) to the Classes of Class 1-A Certificates, in the amounts
            and order of priority set forth in clause (3) below, until the
            Certificate Principal Balances thereof are reduced to zero; and

                  (b) to the Classes of Class 2-A Certificates (after the
            distribution of the Principal Distribution Amount from Loan Group 2
            as provided in clause (ii)(a) below), in the amounts and order of
            priority set forth in clause (4) below, until the Certificate
            Principal Balances thereof are reduced to zero;

            (ii) from the Principal Distribution Amount for Loan Group 2,
      sequentially:

                  (a) to the Classes of Class 2-A Certificates, in the amounts
            and order of priority set forth in clause (4) below, until the
            Certificate Principal Balances thereof are reduced to zero; and

                  (b) to the Classes of Class 1-A Certificates (after the
            distribution of the Principal Distribution Amount from Loan Group 1
            as provided in clause (i)(a) above), in the amounts and order of
            priority set forth in clause (3) below, until the Certificate
            Principal Balances thereof are reduced to zero;



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            (B) from the remaining Principal Distribution Amounts for Loan Group
      1 and Loan Group 2, sequentially:

            (i) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in
      that order, in each case until the Certificate Principal Balance thereof
      is reduced to zero, and

            (ii) any remainder as part of the Excess Cashflow.

            (2) with respect to any Distribution Date on or after the Stepdown
      Date and so long as a Trigger Event is not in effect, sequentially:

            (A) concurrently:

            (i) from the Principal Distribution Amount for Loan Group 1, in an
      amount up to the Class 1-A Principal Distribution Amount, sequentially:

                  (a) to the Classes of Class 1-A Certificates, in the amounts
            and order of priority set forth in clause (3) below, until the
            Certificate Principal Balances thereof are reduced to zero; and

                  (b) to the Classes of Class 2-A Certificates (after the
            distribution of the Principal Distribution Amount from Loan Group 2
            as provided in clause (ii)(a) below), in the amounts and order of
            priority set forth in clause (4) below, until the Certificate
            Principal Balances thereof are reduced to zero;

            (ii) from the Principal Distribution Amount for Loan Group 2, in an
      amount up to the Class 2-A Principal Distribution Amount, sequentially:

                  (a) to the Classes of Class 2-A Certificates, in the amounts
            and order of priority set forth in clause (4) below, until the
            Certificate Principal Balances thereof are reduced to zero; and

                  (b) to the Classes of Class 1-A Certificates (after the
            distribution of the Principal Distribution Amount from Loan Group 1
            as provided in clause (i)(a) above), in the amounts and order of
            priority set forth in clause (3) below, until the Certificate
            Principal Balances thereof are reduced to zero;

            (B) from the remaining Principal Distribution Amounts for Loan Group
      1 and Loan Group 2, sequentially:

            (i) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in
      that order, the Subordinate Class Principal Distribution Amount for each
      such Class, in each case until the Certificate Principal Balance thereof
      is reduced to zero, and

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            (ii) any remainder as part of the Excess Cashflow.

            (3) On each Distribution Date on which any principal amounts are to
      be distributed to the Class 1-A Certificates, such amounts shall be
      distributed concurrently to the Class 1-A-1 and Class 1-A-1M Certificates,
      pro rata based on their respective Certificate Principal Balances, until
      the Certificate Principal Balances thereof are reduced to zero.

            (4) On each Distribution Date on which any principal amounts are to
      be distributed to the Class 2-A Certificates, such amounts shall be
      distributed sequentially, to the Class 2-A-1, Class 2-A-2 and Class 2-A-3
      Certificates, in that order, until the Certificate Principal Balances
      thereof are reduced to zero.

      (c) With respect to any Distribution Date, any Excess Cashflow and, in the
case of clauses (1) and (2) below and in the case of the payment of Unpaid
Realized Loss Amounts pursuant to clause (3) below, any Credit Comeback Excess
Cashflow, shall be distributed to the Classes of Certificates in the following
order of priority, in each case first to the extent of the remaining Credit
Comeback Excess Cashflow, if applicable, and second to the extent of the
remaining Excess Cashflow:

            (1) to the Holders of the Class or Classes of Interest-Bearing
      Certificates then entitled to receive distributions in respect of
      principal, in an aggregate amount equal to the Extra Principal
      Distribution Amount for each Loan Group, payable to such Holders of each
      such Class as part of the Principal Distribution Amount for Loan Group 1
      and Loan Group 2 pursuant to Section 4.04(b) above;

            (2) concurrently, to the Holders of the Class A Certificates, pro
      rata based on the Unpaid Realized Loss Amounts for such Classes, in each
      case in an amount equal to the Unpaid Realized Loss Amount for such Class,
      except that any amounts otherwise allocable to the Class 1-A-1 and Class
      1-A-1M certificates will be allocated sequentially to the Class 1-A-1 and
      Class 1-A-1M Certificates, in that order, in an amount equal to the Unpaid
      Realized Loss Amount for such class;

            (3) sequentially, to the Holders of the Class M-1, Class M-2, Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
      Certificates, in that order, in each case first in an amount equal to any
      Interest Carry Forward Amount for such Class and then in an amount equal
      to the Unpaid Realized Loss Amount for such Class;

            (4) to the Carryover Reserve Fund and from the Carryover Reserve
      Fund to the Holders of each Class of Interest-Bearing Certificates, pro
      rata based on the Certificate Principal Balances thereof, to the extent
      needed to pay any Net Rate Carryover for each such Class; provided that
      any Excess Cashflow remaining after such allocation to pay Net Rate
      Carryover based on the Certificate Principal Balances of those
      Certificates shall be distributed to each Class of Interest-Bearing
      Certificates with respect to which there remains any unpaid Net Rate
      Carryover (after the distribution based on


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      Certificate Principal Balances), pro rata, based on the amount of such
      unpaid Net Rate Carryover;

            (5) to the Carryover Reserve Fund, in an amount equal to the
      Required Carryover Reserve Fund Deposit (after giving effect to other
      deposits and withdrawals therefrom on such Distribution Date);

            (6) to the Swap Account, in an amount equal to any Swap Termination
      Payment due to the Swap Counterparty as a result of a Swap Counterparty
      Trigger Event;

            (7) to the Class C Certificateholders, the Class C Distributable
      Amount for such Distribution Date; and

            (8) to the Class A-R Certificates, any remaining amount.

      (d) On each Distribution Date on or prior to the Swap Contract Termination
Date, following the deposits to the Swap Account pursuant to Section 4.04(a)(i)
and Section 4.09 and the distributions described under Section 4.04(c), the Swap
Trustee shall distribute amounts on deposit in the Swap Account in the following
amounts and order of priority:

            (1) to the Swap Contract Administrator for payment to the Swap
      Counterparty, any Net Swap Payment payable to the Swap Counterparty with
      respect to such Distribution Date;

            (2) to the Swap Contract Administrator for payment to the Swap
      Counterparty, any Swap Termination Payment (other than a Swap Termination
      Payment due to a Swap Counterparty Trigger Event) payable to the Swap
      Counterparty with respect to such Distribution Date;

            (3) concurrently to the Holders of each Class of Class A
      Certificates, any remaining Current Interest and Interest Carry Forward
      Amount, pro rata based on their respective entitlements;

            (4) sequentially, to the Holders of the Class M-1, Class M-2, Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
      Certificates, in that order, in each case in an amount equal to any
      remaining Current Interest and Interest Carry Forward Amount for such
      Class;

            (5) to the Holders of the Class or Classes of Interest-Bearing
      Certificates then entitled to receive distributions in respect of
      principal, in an aggregate amount equal to the Overcollateralization
      Deficiency Amount remaining unpaid following the distributions described
      under Section 4.04(c), payable to such Holders of each such Class in the
      same manner in which the Extra Principal Distribution Amount in respect of
      Loan Group 1 and Loan Group 2 would be distributed to such Classes as
      described under Section 4.04(c);



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            (6) to the Holders of each Class of Class A Certificates and
      Subordinate Certificates, to the extent needed to pay any remaining Net
      Rate Carryover for each such Class, pro rata, based on the amount of such
      remaining Net Rate Carryover;

            (7) concurrently, to the Holders of each Class of Class A
      Certificates, pro rata, based on the remaining Unpaid Realized Loss
      Amounts for such Classes, in each case in an amount equal to the remaining
      Unpaid Realized Loss Amount for each such Class;

            (8) sequentially, to the Holders of the Class M-1, Class M-2, Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
      Certificates, in that order, in each case in an amount equal to the
      remaining Unpaid Realized Loss Amount for each such Class; and

            (9) to the Swap Contract Administrator for payment to the Swap
      Counterparty, any Swap Termination Payment due to a Swap Counterparty
      Trigger Event payable to the Swap Counterparty with respect to such
      Distribution Date.

      (e) To the extent that a Class of Interest-Bearing Certificates receives
interest in excess of the applicable Net Rate Cap, if such interest is paid
pursuant to Section 4.04(c), then it shall be deemed to have been paid to the
Carryover Reserve Fund and then paid by the Carryover Reserve Fund to those
Certificateholders, and if such interest is paid pursuant to Section 4.04(d),
then such interest shall be deemed to have been paid to the Swap Account and
then paid by the Swap Account to those Certificateholders. For purposes of the
Code, amounts deemed deposited in the Carryover Reserve Fund shall be deemed to
have first been distributed to the Class C Certificates.

      (f) On each Distribution Date, all Prepayment Charges and Master Servicer
Prepayment Charge Amounts shall be distributed to the Class P Certificates. On
the Class P Principal Distribution Date, the Trustee shall make the $100.00
distribution to the Class P Certificates as specified in Section 3.08.

      (g) On each Distribution Date, the Trustee shall allocate any Applied
Realized Loss Amount to reduce the Certificate Principal Balances of the Class
B, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2
and Class M-1 Certificates, sequentially, in that order, in each case until the
Certificate Principal Balance thereof is reduced to zero. After the Certificate
Principal Balances of the Subordinate Certificates have been reduced to zero,
(i) the Trustee shall allocate any Applied Realized Loss Amount with respect to
Loan Group 1 to reduce the Certificate Principal Balances of the Class 1-A-1M
and Class 1-A-1 Certificates, sequentially, in that order, until the Certificate
Principal Balances of such Classes has been reduced to zero, and (ii) the
Trustee shall allocate any Applied Realized Loss Amount with respect to Loan
Group 2 to reduce the Certificate Principal Balances of each Class of Class 2-A
Certificates, on a pro rata basis according to their respective Certificate
Principal Balances, until the Certificate Principal Balances of such Classes
have been reduced to zero.

      (h) On each Distribution Date, the Trustee shall allocate the amount of
the Subsequent Recoveries with respect to either Loan Group, if any, first to
increase the Certificate Principal




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Balances of the Class 1-A Certificates (in the case of any Subsequent Recoveries
with respect to Loan Group 1) or the Certificate Principal Balances of the
Classes of Class 2-A Certificates (in the case of any Subsequent Recoveries with
respect to Loan Group 2) to which Applied Realized Loss Amounts have been
previously allocated (such increases, in the case of Subsequent Recoveries with
respect to Loan Group 1, to be made sequentially to the Class 1-A-1 and 1-A-1M
Certificates, in that order, in each case in an amount equal to the Unpaid
Realized Loss Amount for each such Class, and in the case of Subsequent
Recoveries with respect to Loan Group 2 to be made among the Classes of Class
2-A Certificates on a pro rata basis according to their respective Certificate
Principal Balances), in each case by not more than the amount of the Unpaid
Realized Loss Amount of such Class, and then to increase the Certificate
Principal Balance of the Subordinate Certificates to which Applied Realized Loss
Amounts have been previously allocated, sequentially, to the Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
B Certificates, in that order, in each case by not more than the amount of the
Unpaid Realized Loss Amount of such Class.

      Holders of Certificates to which any Subsequent Recoveries have been
allocated shall not be entitled to any payment in respect of Current Interest on
the amount of such increases for any Accrual Period preceding the Distribution
Date on which such increase occurs.

      Subject to Section 9.02 hereof respecting the final distribution, on each
Distribution Date the Trustee shall make distributions to each Certificateholder
of record on the preceding Record Date either by wire transfer in immediately
available funds to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if (i) such Holder has so notified the Trustee
at least five Business Days prior to the related Record Date and (ii) such
Holder shall hold Regular Certificates with an aggregate initial Certificate
Principal Balance of not less than $1,000,000 or evidencing a Percentage
Interest aggregating 10% or more with respect to such Class or, if not, by check
mailed by first class mail to such Certificateholder at the address of such
Holder appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 9.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.

      On or before 5:00 p.m. Pacific time on the fifth Business Day following
each Determination Date (but in no event later than 5:00 p.m. Pacific time on
the third Business Day before the related Distribution Date), the Master
Servicer shall deliver a report to the Trustee (in the form of a computer
readable magnetic tape or by such other means as the Master Servicer and the
Trustee may agree from time to time) containing such data and information as
agreed to by the Master Servicer and the Trustee (including, without limitation,
the actual mortgage rate for each Credit Comeback Loan) such as to permit the
Trustee to prepare the Monthly Statement and make the required distributions for
the related Distribution Date (the "Remittance Report"). The Trustee shall not
be responsible to recompute, recalculate or verify information provided to it by
the Master Servicer and shall be permitted to conclusively rely on any
information provided to it by the Master Servicer.



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      Section 4.05  Monthly Statements to Certificateholders.

      (a) Concurrently with each distribution on a Distribution Date, the
Trustee will forward by mail to each Rating Agency and make available to
Certificateholders on the Trustee's website
(http://www.bnyinvestorreporting.com) a statement generally setting forth the
information contained in Exhibit W.

      (b) The Trustee's responsibility for disbursing the above information to
the Certificateholders is limited to the availability, timeliness and accuracy
of the information derived from the Master Servicer. The Trustee shall send a
copy of each statement provided pursuant to this Section 4.05 to each Rating
Agency and the NIM Insurer. The Trustee may make the above information available
to Certificateholders via the Trustee's website at
http://www.bnyinvestorreporting.com.

      (c) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished to each Person who at any time
during the calendar year was a Certificateholder, a statement containing the
information regarding (i) the amount of distributions to that Certificateholder
allocable to principal, separately identifying (A) the aggregate amount of any
Principal Prepayments included therein and (B) the aggregate of all scheduled
payments of principal included therein, (ii) the amount of distributions to that
Certificateholder allocable to interest and (iii) the related amount of the
Servicing Fees paid to or retained by the Master Servicer, in each case
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.

      (d) Upon filing with the Internal Revenue Service, the Trustee shall
furnish to the Holders of the Class A-R Certificates the Form 1066 and each Form
1066Q and shall respond promptly to written requests made not more frequently
than quarterly by any Holder of Class A-R Certificates with respect to the
following matters:

            (1) The original projected principal and interest cash flows on the
      Closing Date on each related Class of regular and residual interests
      created hereunder and on the Mortgage Loans, based on the Prepayment
      Assumption;

            (2) The projected remaining principal and interest cash flows as of
      the end of any calendar quarter with respect to each related Class of
      regular and residual interests created hereunder and the Mortgage Loans,
      based on the Prepayment Assumption;

            (3) The applicable Prepayment Assumption and any interest rate
      assumptions used in determining the projected principal and interest cash
      flows described above;

            (4) The original issue discount (or, in the case of the Mortgage
      Loans, market discount) or premium accrued or amortized through the end of
      such calendar quarter with respect to each related Class of regular or
      residual interests created



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      hereunder and to the Mortgage Loans, together with each constant yield to
      maturity used in computing the same;

            (5) The treatment of losses realized with respect to the Mortgage
      Loans or the regular interests created hereunder, including the timing and
      amount of any cancellation of indebtedness income of the related REMIC
      with respect to such regular interests or bad debt deductions claimed with
      respect to the Mortgage Loans;

            (6) The amount and timing of any non-interest expenses of the
      related REMIC; and

            (7) Any taxes (including penalties and interest) imposed on the
      related REMIC, including, without limitation, taxes on "prohibited
      transactions," "contributions" or "net income from foreclosure property"
      or state or local income or franchise taxes.

      The information pursuant to clauses (1), (2), (3) and (4) above shall be
provided by the Depositor pursuant to Section 8.11.

      Section 4.06  [Reserved].

      Section 4.07  Carryover Reserve Fund.

      (a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of the Holders of the Certificates, the Carryover
Reserve Fund and shall deposit $1,000 therein. The Carryover Reserve Fund shall
be an Eligible Account, and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including
without limitation, other moneys held by the Trustee pursuant to this Agreement.

      (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to
make distributions in respect of Net Rate Carryover as to the extent required by
Section 4.04.

      (c) The Carryover Reserve Fund shall not constitute an asset of any REMIC
created hereunder. The Class C Certificates shall evidence ownership of the
Carryover Reserve Fund for federal tax purposes.

      Section 4.08  Credit Comeback Excess Account.

      On the Closing Date, the Trustee shall establish and maintain in its name,
in trust for the benefit of the Certificateholders, the Credit Comeback Excess
Account. The Credit Comeback Excess Account shall be an Eligible Account, and
funds on deposit therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including without limitation, other moneys
held by the Trustee pursuant to this Agreement.

      On each Distribution Date, the Trustee shall deposit all Credit Comeback
Excess Amounts in the Credit Comeback Excess Account. The Trustee shall make
withdrawals from the Credit Comeback Excess Account to make distributions as and
to the extent required by Section 4.04.

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      Funds in the Credit Comeback Excess Account with respect to Loan Group 1
and Loan Group 2 may be invested in Permitted Investments at the written
direction of the Majority Holder of the Class C Certificates, which Permitted
Investments shall mature not later than the Business Day immediately preceding
the first Distribution Date that follows the date of such investment (except
that if such Permitted Investment is an obligation of the institution that
maintains the Credit Comeback Excess Account, then such Permitted Investment
shall mature not later than such Distribution Date) and shall not be sold or
disposed of prior to maturity. All such Permitted Investments shall be made in
the name of the Trustee, for the benefit of the Certificateholders. In the
absence of such written direction, all funds in the Credit Comeback Excess
Account shall be invested by the Trustee in The Bank of New York cash reserves.
Any net investment earnings on amounts in the Credit Comeback Excess Account
with respect to Loan Group 1 and Loan Group 2 shall be payable pro rata to the
Holders of the Class C Certificates in accordance with their Percentage
Interests. Any losses incurred in the Credit Comeback Excess Account in respect
of any such investments shall be charged against amounts on deposit in the
Credit Comeback Excess Account (or such investments) immediately as realized.

      The Trustee shall not be liable for the amount of any loss incurred in
respect of any investment or lack of investment of funds held in the Credit
Comeback Excess Account and made in accordance with this Section 4.08. The
Credit Comeback Excess Account shall not constitute an asset of any REMIC
created hereunder. The Class C Certificates shall evidence ownership of the
Credit Comeback Excess Account for federal tax purposes.

      Section 4.09  Swap Trust and Swap Account.

      On the Closing Date, there is hereby established a separate trust (the
"Swap Trust"), the assets of which shall consist of the Trustee's rights and
obligations under the Swap Contract Administration Agreement. The Swap Trust
shall be maintained by the Swap Trustee, who initially, shall be the Trustee.
The Swap Trustee shall hold the assets of the Swap Trust in trust for the
benefit of the Holders of the Interest-Bearing Certificates and the Swap
Counterparty. No later than the Closing Date, the Swap Trustee shall establish
and maintain a separate, segregated trust account to be held in the Swap Trust,
titled, "Swap Account, The Bank of New York, as Swap Trustee, in trust for the
Swap Counterparty and the registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-4." Such account shall be an Eligible Account and
funds on deposit therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trustee held pursuant to this Agreement. Amounts therein shall be held
uninvested. Funds on deposit in the Swap Account shall be distributed in the
amounts and in the order of priority described under Section 4.04(d). For
federal income tax purposes, the Swap Trust, including the Swap Account, shall
be owned by the Class C Certificates.

      On each Distribution Date, the Trustee shall make a deposit to the Swap
Account pursuant to Section 4.04(a)(i), and to the extent that the amount of
such deposit is insufficient to pay any Net Swap Payment and/or Swap Termination
Payment (other than a Swap Termination Payment due to a Swap Counterparty
Trigger Event) due to the Swap Counterparty with respect to such Distribution
Date, the Trustee shall withdraw, out of amounts on deposit in the Distribution
Account in respect of the Principal Remittance Amount for Loan Group 1 and Loan


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Group 2, pro rata on the basis of those respective Principal Remittance Amounts,
such additional amount as is necessary to cover the remaining portion of any
such Net Swap Payment and/or Swap Termination Payment (other than a Swap
Termination Payment due to a Swap Counterparty Trigger Event) due to the Swap
Counterparty with respect to such Distribution Date.

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<PAGE>

                                   ARTICLE V.
                                THE CERTIFICATES

      Section 5.01  The Certificates.

      The Certificates shall be substantially in the forms attached hereto as
Exhibits A-1 through A-14, Exhibit B, Exhibit C, Exhibit D and Exhibit E. The
Certificates shall be issuable in registered form, in the minimum dollar
denominations, integral dollar multiples in excess thereof and aggregate dollar
denominations as set forth in the following table:
<TABLE>
<CAPTION>

                                                                Integral Multiples in        Original Certificate
            Class                  Minimum Denomination           Excess of Minimum            Principal Balance
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>         <C>                                 <C>                       <C>                          <C>
            1-A-1                        $ 20,000                      $1,000                    $ 131,072,000
            1-A-1M                       $ 20,000                      $1,000                    $  14,564,000
            2-A-1                        $ 20,000                      $1,000                    $ 186,589,000
            2-A-2                        $ 20,000                      $1,000                    $ 137,330,000
            2-A-3                        $ 20,000                      $1,000                    $  44,920,000
             M-1                         $ 20,000                      $1,000                    $  24,375,000
             M-2                         $ 20,000                      $1,000                    $  22,425,000
             M-3                         $ 20,000                      $1,000                    $  13,000,000
             M-4                         $ 20,000                      $1,000                    $  11,375,000
             M-5                         $ 20,000                      $1,000                    $  11,050,000
             M-6                         $ 20,000                      $1,000                    $  10,075,000
             M-7                         $100,000                      $1,000                    $   9,100,000
             M-8                         $100,000                      $1,000                    $   8,775,000
              B                          $100,000                      $1,000                    $   6,500,000
             A-R                         $99.95(1)                       N/A                              $100
              C                             N/A                          N/A                               N/A
              P                             N/A                          N/A                              $100
</TABLE>
(1) The Tax Matters Person Certificate may be issued in a denomination of $0.05.

      The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form set forth as attached hereto executed
by the Trustee by manual signature, and such certificate of authentication upon
any Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. On the Closing
Date, the Trustee shall authenticate the Certificates to be issued at the
written direction of the Depositor, or any affiliate thereof.

      The Depositor shall provide, or cause to be provided, to the Trustee on a
continuous basis, an adequate inventory of Certificates to facilitate transfers.



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<PAGE>

      Section 5.02  Certificate Register; Registration of Transfer and
                    Exchange of Certificates.

      (a) The Trustee shall maintain a Certificate Register for the Trust Fund
in which, subject to the provisions of subSections (b) and (c) below and to such
reasonable regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of Transfers and exchanges of Certificates as
herein provided. Upon surrender for registration of Transfer of any Certificate,
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class and of
like aggregate Percentage Interest.

      At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of Transfer or exchange shall be accompanied by a written instrument of Transfer
in form satisfactory to the Trustee duly executed by the Holder thereof or his
attorney duly authorized in writing.

      No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.

      All Certificates surrendered for registration of Transfer or exchange
shall be canceled and subsequently destroyed by the Trustee in accordance with
the Trustee's customary procedures.

      (b) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such Certificateholder's
prospective transferee shall (except in connection with any transfer of a
Private Certificate to an affiliate of the Depositor (either directly or through
a nominee) in connection with the initial issuance of the Certificates) each
certify to the Trustee in writing the facts surrounding the Transfer in
substantially the forms set forth in Exhibit J-2 and, in the case of a Class A-R
Certificate, Exhibit J-1 (the "Transferor Certificate") and (i) deliver a letter
in substantially the form of either Exhibit K (in the case of the Class P and
Class C Certificates only) (the "Investment Letter") or Exhibit L (in the case
of any Private Certificate) (the "Rule 144A Letter") or (ii) there shall be
delivered to the Trustee at the expense of the Certificateholder desiring to
effect such transfer an Opinion of Counsel that such Transfer may be made
pursuant to an exemption from the Securities Act; provided, however, that in the
case of the delivery of an Investment Letter in connection with the transfer of
any Class C or Class P Certificate to a transferee that is formed with the
purpose of issuing notes backed by such Class


                                      124
<PAGE>

C or Class P Certificate, as the case may be, clause (b) and (c) of the form
of Investment Letter shall not be applicable and shall be deleted by such
transferee. The Depositor shall provide to any Holder of a Private Certificate
and any prospective transferee designated by any such Holder, information
regarding the related Certificates and the Mortgage Loans and such other
information as shall be necessary to satisfy the condition to eligibility set
forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Master Servicer shall
cooperate with the Depositor in providing the Rule 144A information referenced
in the preceding sentence, including providing to the Depositor such
information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request to meet its
obligation under the preceding sentence. Each Holder of a Private Certificate
desiring to effect such Transfer shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Trust Fund, each Seller, the Master Servicer
and the NIM Insurer against any liability that may result if the Transfer is
not so exempt or is not made in accordance with such federal and state laws.

      No Transfer of an ERISA-Restricted Certificate (other than a transfer of
an ERISA-Restricted Certificate to an affiliate of the Depositor (either
directly or through a nominee) in connection with the initial issuance of the
Certificates) shall be made unless the Trustee shall have received either (i) a
representation from the transferee of such Certificate acceptable to and in form
and substance satisfactory to the Trustee (in the event such Certificate is a
Private Certificate, such requirement is satisfied only by the Trustee's receipt
of a representation letter from the transferee substantially in the form of
Exhibit K or Exhibit L, or in the event such Certificate is a Residual
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
I), to the effect that (x) such transferee is not a Plan, or (y) in the case of
an ERISA-Restricted Certificate that has been the subject of an ERISA-Qualifying
Underwriting, a representation that the transferee is an insurance company which
is purchasing such Certificate with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificate satisfy the requirements for exemptive relief under
Sections I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
or arrangement subject to ERISA, or a plan or arrangement subject to Section
4975 of the Code (or comparable provisions of any subsequent enactments), or a
trustee of any such plan or arrangement or any other person acting on behalf of
any such plan or arrangement, an Opinion of Counsel satisfactory to the Trustee,
addressed to the Trustee and the Master Servicer, to the effect that the
purchase or holding of such ERISA-Restricted Certificate will not result in a
non-exempt prohibited transaction under ERISA or the Code and will not subject
the Trustee or the Master Servicer to any obligation in addition to those
expressly undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Master Servicer, or the Trust Fund. For purposes of
the preceding sentence, one of such representations, as appropriate, shall be
deemed to have been made to the Trustee by the transferee's acceptance of an
ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the
beneficial interest in any such Class of ERISA-Restricted Certificates) unless
the Trustee shall have received from the transferee an Opinion of Counsel as
described in clause (ii) or a representation letter acceptable in form and
substance to the Trustee. Notwithstanding anything else to the contrary herein,
any purported transfer of an ERISA-Restricted Certificate to


                                      125
<PAGE>

or on behalf of an employee benefit plan subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code without the delivery to the Trustee of
an Opinion of Counsel satisfactory to the Trustee meeting the requirements of
clause (i) of the first sentence of this paragraph as described above shall be
void and of no effect. The Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the Trustee, with
respect to the transfer of such Classes of Certificates, required delivery of
such certificates and other documentation or evidence as are expressly required
by the terms of this Agreement and examined such certificates and other
documentation or evidence to determine compliance as to form with the express
requirements hereof. The Trustee shall be entitled, but not obligated, to
recover from any Holder of any ERISA-Restricted Certificate that was in fact an
employee benefit plan or arrangement subject to Section 406 of ERISA or a plan
or arrangement subject to Section 4975 of the Code or a Person acting on behalf
of any such plan or arrangement at the time it became a Holder or, at such
subsequent time as it became such a plan or arrangement or Person acting on
behalf of such a plan or arrangement, all payments made on such ERISA-Restricted
Certificate at and after either such time. Any such payments so recovered by the
Trustee shall be paid and delivered by the Trustee to the last preceding Holder
of such Certificate that is not such a plan or arrangement or Person acting on
behalf of a plan or arrangement.

      No transfer of an Interest-Bearing Certificate (other than a transfer of
an Interest-Bearing Certificate to an affiliate of the Depositor (either
directly or through a nominee) in connection with the initial issuance of the
Certificates) shall be made unless the Trustee shall have received either (i) a
representation from the transferee of such Interest-Bearing Certificate
acceptable to and in form and substance satisfactory to the Trustee to the
effect that such transferee is not a Plan, or (ii) a representation that the
purchase and holding of the Interest-Bearing Certificate satisfy the
requirements for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60, PTCE 96-23 or a similar exemption. In the event that such a
representation letter is not delivered, one of the foregoing representations, as
appropriate, shall be deemed to have been made by the transferee's (including an
initial acquiror's) acceptance of the Interest-Bearing Certificate. In the event
that such representation is violated, such transfer or acquisition shall be void
and of no effect.

      (c) Each Person who has or who acquires any Ownership Interest in a Class
A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

            (1) Each Person holding or acquiring any Ownership Interest in a
      Class A-R Certificate shall be a Permitted Transferee and shall promptly
      notify the Trustee of any change or impending change in its status as a
      Permitted Transferee.

            (2) Except in connection with (i) the registration of the Tax
      Matters Person Certificate in the name of the Trustee or (ii) any
      registration in the name of, or transfer of a Class A-R Certificate to, an
      affiliate of the Depositor (either directly or through a nominee) in
      connection with the initial issuance of the Certificates, no



                                      126
<PAGE>

      Ownership Interest in a Class A-R Certificate may be registered or
      transferred, and the Trustee shall not register the Transfer of any Class
      A-R Certificate, unless the Trustee shall have been furnished with an
      affidavit (a "Transfer Affidavit") of the initial owner or the proposed
      transferee in the form attached hereto as Exhibit I.

            (3) Each Person holding or acquiring any Ownership Interest in a
      Class A-R Certificate shall agree (A) to obtain a Transfer Affidavit from
      any other Person to whom such Person attempts to Transfer its Ownership
      Interest in a Class A-R Certificate, (B) to obtain a Transfer Affidavit
      from any Person for whom such Person is acting as nominee, trustee or
      agent in connection with any Transfer of a Class A-R Certificate and (C)
      not to Transfer its Ownership Interest in a Class A-R Certificate, or to
      cause the Transfer of an Ownership Interest in a Class A-R Certificate to
      any other Person, if it has actual knowledge that such Person is not a
      Permitted Transferee or that such Transfer Affidavit is false.

            (4) Any attempted or purported Transfer of any Ownership Interest in
      a Class A-R Certificate in violation of the provisions of this Section
      5.02(c) shall be absolutely null and void and shall vest no rights in the
      purported Transferee. If any purported transferee shall become a Holder of
      a Class A-R Certificate in violation of the provisions of this Section
      5.02(c), then the last preceding Permitted Transferee shall be restored to
      all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Class A-R Certificate. The Trustee shall be under no
      liability to any Person for any registration of Transfer of a Class A-R
      Certificate that is in fact not permitted by Section 5.02(b) and this
      Section 5.02(c) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the Transfer was
      registered after receipt of the related Transfer Affidavit and Transferor
      Certificate. The Trustee shall be entitled but not obligated to recover
      from any Holder of a Class A-R Certificate that was in fact not a
      Permitted Transferee at the time it became a Holder or, at such subsequent
      time as it became other than a Permitted Transferee, all payments made on
      such Class A-R Certificate at and after either such time. Any such
      payments so recovered by the Trustee shall be paid and delivered by the
      Trustee to the last preceding Permitted Transferee of such Certificate.

            (5) The Master Servicer shall use its best efforts to make
      available, upon receipt of written request from the Trustee, all
      information necessary to compute any tax imposed under Section 860E(e) of
      the Code as a result of a Transfer of an Ownership Interest in a Class A-R
      Certificate to any Holder who is not a Permitted Transferee.

      The restrictions on Transfers of a Class A-R Certificate set forth in this
Section 5.02(c) shall cease to apply (and the applicable portions of the legend
on a Class A-R Certificate may be deleted) with respect to Transfers occurring
after delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall not be an expense of the Trustee, any Seller or the Master Servicer, to
the effect that the elimination of such restrictions will not cause any REMIC
formed hereunder to fail to qualify as a REMIC at any time that the Certificates
are outstanding or result in the imposition of any tax on the Trust Fund, a
Certificateholder or another Person.


                                      127
<PAGE>

Each Person holding or acquiring any Ownership Interest in a Class A-R
Certificate, by acceptance of its Ownership Interest, shall be deemed to consent
to any amendment of this Agreement that, based on an Opinion of Counsel
furnished to the Trustee, is reasonably necessary (a) to ensure that the record
ownership of, or any beneficial interest in, a Class A-R Certificate is not
transferred, directly or indirectly, to a Person that is not a Permitted
Transferee and (b) to provide for a means to compel the Transfer of a Class A-R
Certificate that is held by a Person that is not a Permitted Transferee to a
Holder that is a Permitted Transferee.

      (d) The preparation and delivery of all affidavits, certifications and
opinions referred to above in this Section 5.02 shall not be an expense of the
Trust Fund, the Trustee, the Depositor, any Seller or the Master Servicer.

      Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates.

      If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Master Servicer and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Trustee that such Certificate has been acquired by a bona fide purchaser,
the Trustee shall execute, authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like Class, tenor and Percentage Interest. In connection with the issuance of
any new Certificate under this Section 5.03, the Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time. All
Certificates surrendered to the Trustee under the terms of this Section 5.03
shall be canceled and destroyed by the Trustee in accordance with its standard
procedures without liability on its part.

      Section 5.04  Persons Deemed Owners.

      The Master Servicer, the Trustee, the NIM Insurer and any agent of the
Master Servicer, the Trustee or the NIM Insurer may treat the person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and none of the Master Servicer, the Trustee, the NIM
Insurer or any agent of the Master Servicer, the Trustee or the NIM Insurer
shall be affected by any notice to the contrary.

      Section 5.05  Access to List of Certificateholders' Names and Addresses.

      If three or more Certificateholders or Certificate Owners (a) request such
information in writing from the Trustee, (b) state that such Certificateholders
or Certificate Owners desire to communicate with other Certificateholders or
Certificate Owners with respect to their rights under this Agreement or under
the Certificates and (c) provide a copy of the communication that such
Certificateholders or Certificate Owners propose to transmit or if the


                                      128
<PAGE>

Depositor or Master Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Master Servicer or such
Certificateholders or Certificate Owners at such recipients' expense the most
recent list of the Certificateholders of the Trust Fund held by the Trustee, if
any. The Depositor and every Certificateholder or Certificate Owner, by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.

      Section 5.06  Book-Entry Certificates.

      The Book-Entry Certificates, upon original issuance, shall be issued in
the form of one typewritten Certificate (or more than one, if required by the
Depository) for each Class of such Certificates, to be delivered to the
Depository by or on behalf of the Depositor. Such Certificates shall initially
be registered on the Certificate Register in the name of the Depository or its
nominee, and no Certificate Owner of such Certificates will receive a definitive
certificate representing such Certificate Owner's interest in such Certificates,
except as provided in Section 5.08. Unless and until definitive, fully
registered Certificates ("Definitive Certificates") have been issued to the
Certificate Owners of such Certificates pursuant to Section 5.08:

      (a) the provisions of this Section shall be in full force and effect;

      (b) the Depositor, the Sellers, the Master Servicer and the Trustee may
deal with the Depository and the Depository Participants for all purposes
(including the making of distributions) as the authorized representative of the
respective Certificate Owners of such Certificates;

      (c) registration of the Book-Entry Certificates may not be transferred by
the Trustee except to another Depository;

      (d) the rights of the respective Certificate Owners of such Certificates
shall be exercised only through the Depository and the Depository Participants
and shall be limited to those established by law and agreements between the
Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued pursuant to Section 5.08, the Depository will make
book-entry transfers among the Depository Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Depository Participants;

      (e) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants;

      (f) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and

      (g) to the extent the provisions of this Section conflict with any other
provisions of this Agreement, the provisions of this Section shall control.

                                      129
<PAGE>

      For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the aggregate unpaid principal amount of
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.

      Section 5.07  Notices to Depository.

      Whenever any notice or other communication is required to be given to
Certificateholders of the Class with respect to which Book-Entry Certificates
have been issued, unless and until Definitive Certificates shall have been
issued to the related Certificate Owners, the Trustee shall give all such
notices and communications to the Depository.

      Section 5.08  Definitive Certificates.

      If, after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depositor advises the Trustee that the Depository is no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Depositor is unable to locate a qualified successor or (b) after the occurrence
and continuation of an Event of Default, Certificate Owners of such Book-Entry
Certificates having not less than 51% of the Voting Rights evidenced by any
Class of Book-Entry Certificates advise the Trustee and the Depository in
writing through the Depository Participants that the continuation of a
book-entry system with respect to Certificates of such Class through the
Depository (or its successor) is no longer in the best interests of the
Certificate Owners of such Class, then the Trustee shall notify all Certificate
Owners of such Certificates, through the Depository, of the occurrence of any
such event and of the availability of Definitive Certificates to Certificate
Owners of such Class requesting the same. The Depositor shall provide the
Trustee with an adequate inventory of Certificates to facilitate the issuance
and transfer of Definitive Certificates. Upon surrender to the Trustee of any
such Certificates by the Depository, accompanied by registration instructions
from the Depository for registration, the Trustee shall authenticate and deliver
such Definitive Certificates. Neither the Depositor nor the Trustee shall be
liable for any delay in delivery of such instructions and each may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of such Definitive Certificates, all references herein to obligations
imposed upon or to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.

      Section 5.09  Maintenance of Office or Agency.

      The Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies in New York City where Certificates may
be surrendered for registration of transfer or exchange. The Trustee initially
designates its offices at 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust MBS Administration, as offices for such purposes. The
Trustee will give prompt written notice to the Certificateholders of any change
in such location of any such office or agency.

                                      130
<PAGE>

                                   ARTICLE VI.
               THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

      Section 6.01  Respective Liabilities of the Depositor, the Master Servicer
                    and the Sellers.

      The Depositor, the Master Servicer and each Seller shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by them herein.

      Section 6.02 Merger or Consolidation of the Depositor, the Master
                   Servicer or the Sellers.

      The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the
laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement. The Master Servicer will keep in effect its
existence, rights and franchises as a limited partnership under the laws of the
United States or under the laws of one of the states thereof and will obtain and
preserve its qualification or registration to do business as a foreign
partnership in each jurisdiction in which such qualification or registration is
or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.

      Any Person into which the Depositor, the Master Servicer or any Seller may
be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or any Seller shall be
a party, or any person succeeding to the business of the Depositor, the Master
Servicer or any Seller, shall be the successor of the Depositor, the Master
Servicer or such Seller, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided that the successor or
surviving Person to the Master Servicer shall be qualified to service mortgage
loans on behalf of Fannie Mae and Freddie Mac.

      As a condition to the effectiveness of any merger or consolidation, at
least 15 calendar days prior to the effective date of any merger or
consolidation of the Master Servicer, the Master Servicer shall provide (x)
written notice to the Depositor of any successor pursuant to this Section and
(y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
a replacement Master Servicer.

      Section 6.03 Limitation on Liability of the Depositor, the Sellers, the
                   Master Servicer, the NIM Insurer and Others.

      None of the Depositor, the Sellers, the NIM Insurer or the Master Servicer
or any of the directors, officers, employees or agents of the Depositor, the
Sellers, the NIM Insurer or the Master Servicer shall be under any liability to
the Trustee (except as provided in Section


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8.05), the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided that this provision shall not
protect the Depositor, the Sellers, the Master Servicer or any such Person
against any breach of representations or warranties made by it herein or protect
the Depositor, the Sellers, the Master Servicer or any such Person from any
liability that would otherwise be imposed by reasons of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Sellers, the
NIM Insurer, the Master Servicer and any director, officer, employee or agent of
the Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Sellers, the NIM Insurer, the Master Servicer and any director, officer,
employee or agent of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any audit, controversy or
judicial proceeding relating to a governmental taxing authority or any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its respective duties hereunder and that
in its opinion may involve it in any expense or liability; provided that any of
the Depositor, the Sellers, the NIM Insurer or the Master Servicer may, in its
discretion undertake any such action that it may deem necessary or desirable in
respect of this Agreement and the rights and duties of the parties hereto and
interests of the Trustee and the Certificateholders hereunder. In such event,
the legal expenses and costs of such action and any liability resulting
therefrom shall be, expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Sellers, the NIM Insurer and the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account as provided by
Section 3.08 hereof.

      Section 6.04  Limitation on Resignation of Master Servicer.

      The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder are
no longer permissible under applicable law or (ii) upon appointment of a
successor servicer that is reasonably acceptable to the Trustee and the NIM
Insurer and the written confirmation from each Rating Agency (which confirmation
shall be furnished to the Depositor, the Trustee and the NIM Insurer) that such
resignation will not cause such Rating Agency to reduce the then-current rating
of the Certificates. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
resignation of the Master Servicer shall become effective until the Trustee
shall have assumed the Master Servicer's responsibilities, duties, liabilities
(other than those liabilities arising prior to the appointment of such
successor) and obligations under this Agreement and the Depositor shall have
received the information described in the following sentence. As a condition to
the effectiveness of any such resignation, at least 15 calendar days prior to
the effective date of such resignation, the Master Servicer shall


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provide (x) written notice to the Depositor of any successor pursuant to this
Section and (y) in writing and in form and substance reasonably satisfactory to
the Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
the resignation of the Master Servicer.

      Section 6.05  Errors and Omissions Insurance; Fidelity Bonds.

      The Master Servicer shall, for so long as it acts as servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of insurance
covering errors and omissions in the performance of its obligations as servicer
hereunder, and (b) a fidelity bond in respect of its officers, employees and
agents. Each such policy or policies and bond shall, together, comply with the
requirements from time to time of Fannie Mae and Freddie Mac for persons
performing servicing for mortgage loans purchased by Fannie Mae and Freddie Mac.
In the event that any such policy or bond ceases to be in effect, the Master
Servicer shall use its reasonable best efforts to obtain a comparable
replacement policy or bond from an insurer or issuer, meeting the requirements
set forth above as of the date of such replacement.

      The Master Servicer shall provide the Trustee and the NIM Insurer (upon
such party's reasonable request) with copies of any such insurance policies and
fidelity bond. The Master Servicer shall be deemed to have complied with this
provision if an Affiliate of the Master Servicer has such errors and omissions
and fidelity bond coverage and, by the terms of such insurance policy or
fidelity bond, the coverage afforded thereunder extends to the Master Servicer.

                                  ARTICLE VII.
                     DEFAULT; TERMINATION OF MASTER SERVICER

      Section 7.01  Events of Default.

      "Event of Default," wherever used herein, means any one of the following
events:

            (1) any failure by the Master Servicer to deposit in the Certificate
      Account or the Distribution Account or remit to the Trustee any payment
      (excluding a payment required to be made under Section 4.01 hereof)
      required to be made under the terms of this Agreement, which failure shall
      continue unremedied for five calendar days and, with respect to a payment
      required to be made under Section 4.01(b) or (c) hereof, for one Business
      Day, after the date on which written notice of such failure shall have
      been given to the Master Servicer by the Trustee, the NIM Insurer or the
      Depositor, or to the Trustee, the NIM Insurer and the Master Servicer by
      the Holders of Certificates evidencing not less than 25% of the Voting
      Rights; or

            (2) any failure by the Master Servicer to observe or perform in any
      material respect any other of the covenants or agreements on the part of
      the Master Servicer contained in this Agreement (except with respect to a
      failure related to a Limited Exchange Act Reporting Obligation) or any
      representation or warranty shall prove to be untrue, which failure or
      breach shall continue unremedied for a period of 60 days after the date on
      which written notice of such failure shall have been given to the Master
      Servicer by the Trustee, the NIM Insurer or the Depositor, or to the
      Trustee by the

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      Holders of Certificates evidencing not less than 25% of the Voting Rights;
      provided, that the sixty-day cure period shall not apply to the initial
      delivery of the Mortgage File for Delay Delivery Mortgage Loans or the
      failure to repurchase or substitute in lieu thereof; or

            (3) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises for the appointment of a receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets
      and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master
      Servicer and such decree or order shall have remained in force
      undischarged or unstayed for a period of 60 consecutive days; or

            (4) the Master Servicer shall consent to the appointment of a
      receiver or liquidator in any insolvency, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings of or
      relating to the Master Servicer or all or substantially all of the
      property of the Master Servicer; or

            (5) the Master Servicer shall admit in writing its inability to pay
      its debts generally as they become due, file a petition to take advantage
      of, or commence a voluntary case under, any applicable insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, or voluntarily suspend payment of its obligations; or

            (6) the Master Servicer shall fail to reimburse in full the Trustee
      not later than 6:00 p.m. (New York time) on the Business Day following the
      related Distribution Date for any Advance made by the Trustee pursuant to
      Section 4.01(d) together with accrued and unpaid interest.

      If an Event of Default shall occur, then, and in each and every such case,
so long as such Event of Default shall not have been remedied, the Trustee
shall, but only at the direction of either the NIM Insurer or the Holders of
Certificates evidencing not less than 25% of the Voting Rights, by notice in
writing to the Master Servicer (with a copy to each Rating Agency and the
Depositor), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. In addition, if during
the period that the Depositor is required to file Exchange Act Reports with
respect to the Trust Fund, the Master Servicer shall fail to observe or perform
any of the obligations that constitute a Limited Exchange Act Reporting
Obligation or the obligations set forth in Section 3.17(a) or Section
11.07(a)(1) and (2), and such failure continues for the lesser of 10 calendar
days or such period in which the applicable Exchange Act Report can be filed
timely (without taking into account any extensions), so long as such failure
shall not have been remedied, the Trustee shall, but only at the direction of
the Depositor, terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. The Depositor
shall not be entitled to terminate the rights and obligations of the Master
Servicer if a failure of the Master Servicer to identify a Subcontractor
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB was attributable

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solely to the role or functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.

      On or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer hereunder, whether with respect to
the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. The
Trustee shall thereupon make any Advance described in Section 4.01 hereof
subject to Section 3.04 hereof. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect any
obligation of the Master Servicer to pay amounts owed pursuant to Article VIII.
The Master Servicer agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee of all cash amounts
which shall at the time be credited to the Certificate Account, or thereafter be
received with respect to the Mortgage Loans. The Trustee shall promptly notify
the Rating Agencies and the Depositor of the occurrence of an Event of Default.

      Notwithstanding any termination of the activities of a Master Servicer
hereunder, such Master Servicer shall be entitled to receive, out of any late
collection of a Scheduled Payment on a Mortgage Loan that was due prior to the
notice terminating such Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
such Master Servicer would have been entitled pursuant to Sections 3.08(a)(i)
through (viii), and any other amounts payable to such Master Servicer hereunder
the entitlement to which arose prior to the termination of its activities
hereunder.

      If the Master Servicer is terminated, the Trustee shall provide the
Depositor in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
a successor master servicer in the event the Trustee should succeed to the
duties of the Master Servicer as set forth herein.

      Section 7.02  Trustee to Act; Appointment of Successor.

      On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in
Section 3.04, be the successor to the Master Servicer in its capacity as
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof and applicable law including the obligation to make advances pursuant to
Section 4.01. As compensation therefor, the Trustee shall be entitled to all
fees, costs and expenses relating to the Mortgage Loans that the Master Servicer
would have been entitled to if the Master Servicer had continued to act
hereunder. Notwithstanding the foregoing, if the Trustee has become the
successor to the Master Servicer in accordance with Section 7.01 hereof, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances


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<PAGE>

pursuant to Section 4.01 hereof or if it is otherwise unable to so act, (i)
appoint any established mortgage loan servicing institution reasonably
acceptable to the NIM Insurer (as evidenced by the prior written consent of the
NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor
servicer reasonably acceptable to the NIM Insurer, petition a court of competent
jurisdiction to appoint any established mortgage loan servicing institution, the
appointment of which does not adversely affect the then-current rating of the
Certificates and the NIM Insurer guaranteed notes (without giving any effect to
any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Any successor Master Servicer shall be an institution that is a Fannie Mae and
Freddie Mac approved seller/servicer in good standing, that has a net worth of
at least $15,000,000 and that is willing to service the Mortgage Loans and
executes and delivers to the Depositor and the Trustee an agreement accepting
such delegation and assignment, that contains an assumption by such Person of
the rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer (other than liabilities and indemnities of the Master Servicer
under Section 6.03 hereof incurred prior to termination of the Master Servicer
under Section 7.01), with like effect as if originally named as a party to this
Agreement; and provided further that each Rating Agency acknowledges that its
rating of the Certificates in effect immediately prior to such assignment and
delegation will not be qualified or reduced as a result of such assignment and
delegation. No appointment of a successor to the Master Servicer hereunder shall
be effective until (i) the Trustee shall have consented thereto, (ii) written
notice of such proposed appointment shall have been provided by the Trustee to
each Certificateholder and (iii) at least 15 calendar days prior to the
effective date of such appointment, (x) the Trustee shall provide written notice
to the Depositor of such successor pursuant to this Section 7.02 and (y) such
successor Master Servicer shall provide to the Depositor in writing and in form
and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to a replacement master
servicer. The Trustee shall not resign as servicer until a successor servicer
has been appointed and has accepted such appointment. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee, unless the Trustee is
prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in
such capacity as herein above provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided that no such compensation shall be in excess of that permitted
the Master Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Neither the Trustee nor any other successor servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any delay
in making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the Master Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it.

      Any successor to the Master Servicer as servicer shall give notice to the
NIM Insurer and the Mortgagors of such change of servicer and shall, during the
term of its service as servicer maintain in force the policy or policies that
the Master Servicer is required to maintain pursuant to Section 6.05.



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      In connection with the termination or resignation of the Master Servicer
hereunder, either (i) the successor Master Servicer, including the Trustee if
the Trustee is acting as successor Master Servicer, shall represent and warrant
that it is a member of MERS in good standing and shall agree to comply in all
material respects with the rules and procedures of MERS in connection with the
servicing of the Mortgage Loans that are registered with MERS, or (ii) the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to execute and deliver an assignment of Mortgage in recordable
form to transfer the Mortgage from MERS to the Trustee and to execute and
deliver such other notices, documents and other instruments as may be necessary
or desirable to effect a transfer of such Mortgage Loan or servicing of such
Mortgage Loan on the MERS(R) System to the successor Master Servicer. The
predecessor Master Servicer shall file or cause to be filed any such assignment
in the appropriate recording office. The successor Master Servicer shall cause
such assignment to be delivered to the Trustee promptly upon receipt of the
original with evidence of recording thereon or a copy certified by the public
recording office in which such assignment was recorded.

      Section 7.03  Notification to Certificateholders.

      (a) Upon any termination of or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

      (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders notice of each such
Event of Default hereunder known to the Trustee, unless such Event of Default
shall have been cured or waived.

                                  ARTICLE VIII.
                             CONCERNING THE TRUSTEE

      Section 8.01  Duties of Trustee.

      The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default that may have occurred, shall undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred and remains uncured, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

      The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to any provision
of this Agreement shall examine them to determine whether they conform to the
requirements of this Agreement, to the extent provided in this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take action as it deems appropriate to have
the instrument corrected.



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      No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own grossly negligent action, its own gross negligent
failure to act or its own misconduct, its grossly negligent failure to perform
its obligations in compliance with this Agreement, or any liability that would
be imposed by reason of its willful misfeasance or bad faith; provided that:

            (1) prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default that may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable,
      individually or as Trustee, except for the performance of such duties and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the
      Trustee and the Trustee may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Agreement that it reasonably believed in good faith
      to be genuine and to have been duly executed by the proper authorities
      respecting any matters arising hereunder;

            (2) the Trustee shall not be liable, individually or as Trustee, for
      an error of judgment made in good faith by a Responsible Officer or
      Responsible Officers of the Trustee, unless the Trustee was grossly
      negligent or acted in bad faith or with willful misfeasance;

            (3) the Trustee shall not be liable, individually or as Trustee,
      with respect to any action taken, suffered or omitted to be taken by it in
      good faith in accordance with the direction of the Holders of each Class
      of Certificates evidencing not less than 25% of the Voting Rights of such
      Class relating to the time, method and place of conducting any proceeding
      for any remedy available to the Trustee, or exercising any trust or power
      conferred upon the Trustee under this Agreement; and

            (4) without in any way limiting the provisions of this Section 8.01
      or Section 8.02 hereof, the Trustee shall be entitled to rely conclusively
      on the information delivered to it by the Master Servicer in a Trustee
      Advance Notice in determining whether or not it is required to make an
      Advance under Section 4.01(d), shall have no responsibility to ascertain
      or confirm any information contained in any Trustee Advance Notice, and
      shall have no obligation to make any Advance under Section 4.01(d) in the
      absence of a Trustee Advance Notice or actual knowledge by a Responsible
      Officer that (A) a required Advance was not made and (B) such required
      Advance was not a Nonrecoverable Advance.

      Section 8.02  Certain Matters Affecting the Trustee.

      (a) Except as otherwise provided in Section 8.01:

            (1) the Trustee may request and rely upon and shall be protected in
      acting or refraining from acting upon any resolution, Officer's
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request,


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      consent, order, appraisal, bond or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

            (2) the Trustee may consult with counsel and any Opinion of Counsel
      shall be full and complete authorization and protection in respect of any
      action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such Opinion of Counsel;

            (3) the Trustee shall not be liable, individually or as Trustee, for
      any action taken, suffered or omitted by it in good faith and believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

            (4) prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default that may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing so to do by the NIM Insurer
      or the Holders of each Class of Certificates evidencing not less than 25%
      of the Voting Rights of such Class; provided, however, that if the payment
      within a reasonable time to the Trustee of the costs, expenses or
      liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee not reasonably assured to
      the Trustee by the NIM Insurer or such Certificateholders, the Trustee may
      require reasonable indemnity against such expense, or liability from the
      NIM Insurer or such Certificateholders as a condition to taking any such
      action;

            (5) the Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents,
      accountants or attorneys;

            (6) the Trustee shall not be required to expend its own funds or
      otherwise incur any financial liability in the performance of any of its
      duties hereunder if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such liability is
      not assured to it;

            (7) the Trustee shall not be liable, individually or as Trustee, for
      any loss on any investment of funds pursuant to this Agreement (other than
      as issuer of the investment security);

            (8) the Trustee shall not be deemed to have knowledge of an Event of
      Default until a Responsible Officer of the Trustee shall have received
      written notice thereof; and

            (9) the Trustee shall be under no obligation to exercise any of the
      trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of the NIM Insurer or any of the Certificateholders,
      pursuant to the provisions of this Agreement, unless the NIM Insurer or
      such Certificateholders, as applicable, shall have offered to the Trustee
      reasonable


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      security or indemnity against the costs, expenses and liabilities that may
      be incurred therein or thereby.

      (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee without
the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement.

      The Depositor hereby directs the Trustee to execute, deliver and perform
its obligations under the Swap Contract Administration Agreement (in its
capacity as Swap Trustee). The Sellers, the Depositor, the Master Servicer and
the Holders of the Interest-Bearing Certificates by their acceptance of such
Certificates acknowledge and agree that the Trustee shall execute, deliver and
perform its obligations under the Swap Contract Administration Agreement and
shall do so solely in its capacity as Swap Trustee, as the case may be, and not
in its individual capacity. Every provision of this Agreement relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall apply to the Trustee's execution of the Swap Contract Administration
Agreement in its capacity as Swap Trustee, and the performance of its duties and
satisfaction of its obligations thereunder.

      Section 8.03  Trustee Not Liable for Mortgage Loans.

      The recitals contained herein shall be taken as the statements of the
Depositor or the Master Servicer, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of any Mortgage Loan or related
document or of MERS or the MERS(R) System other than with respect to the
Trustee's execution and authentication of the Certificates. The Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any funds paid to the Depositor or the Master Servicer in respect of
the Mortgage Loans or deposited in or withdrawn from the Certificate Account by
the Depositor or the Master Servicer.

      Section 8.04  Trustee May Own Certificates.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights as it would have if it were not
the Trustee.

      Section 8.05  Master Servicer to Pay Trustee's Fees and Expenses.

      The Master Servicer covenants and agrees to pay or reimburse the Trustee,
upon its request, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee on behalf of the Trust Fund in accordance with
any of the provisions of this Agreement (including, without limitation: (A) the
reasonable compensation and the expenses and disbursements of its counsel, but
only for representation of the Trustee acting in its capacity as Trustee
hereunder and (B) to the extent that the Trustee must engage persons not
regularly in its employ to perform acts or services on behalf of the Trust Fund,
which acts or services are not in the ordinary course of the duties of a
trustee, paying agent or certificate registrar, in the absence of a breach or
default by any party hereto, the reasonable compensation, expenses and


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disbursements of such persons, except any such expense, disbursement or advance
as may arise from its negligence, bad faith or willful misconduct). The Trustee
and any director, officer, employee or agent of the Trustee shall be indemnified
by the Master Servicer and held harmless against any loss, liability or expense
(i) incurred in connection with any legal action relating to this Agreement or
the Certificates, or in connection with the performance of any of the Trustee's
duties hereunder, other than any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's
obligations and duties hereunder or (ii) resulting from any error in any tax or
information return prepared by the Master Servicer. Such indemnity shall survive
the termination of this Agreement or the resignation or removal of the Trustee
hereunder.

      Section 8.06  Eligibility Requirements for Trustee.

      The Trustee hereunder shall, at all times, be a corporation or association
organized and doing business under the laws of a state or the United States of
America, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a credit rating that would
not cause any of the Rating Agencies to reduce their respective ratings of any
Class of Certificates below the ratings issued on the Closing Date (or having
provided such security from time to time as is sufficient to avoid such
reduction). If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.07 hereof. The corporation or national banking association serving as Trustee
may have normal banking and trust relationships with the Depositor, the Sellers
and the Master Servicer and their respective affiliates; provided that such
corporation cannot be an affiliate of the Master Servicer other than the Trustee
in its role as successor to the Master Servicer.

      Section 8.07  Resignation and Removal of Trustee.

      The Trustee may at any time resign and be discharged from the trusts
hereby created by (1) giving written notice of resignation to the Depositor and
the Master Servicer and by mailing notice of resignation by first class mail,
postage prepaid, to the Certificateholders at their addresses appearing on the
Certificate Register and each Rating Agency, not less than 60 days before the
date specified in such notice when, subject to Section 8.08, such resignation is
to take effect, and (2) acceptance of appointment by a successor trustee in
accordance with Section 8.08 and meeting the qualifications set forth in Section
8.06. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice or resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.



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      As a condition to the effectiveness of any such resignation, at least 15
calendar days prior to the effective date of such resignation, the Trustee shall
provide (x) written notice to the Depositor of any successor pursuant to this
Section and (y) in writing and in form and substance reasonably satisfactory to
the Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
the resignation of the Trustee.

      If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 hereof and shall fail to resign after
written request thereto by the NIM Insurer or the Depositor, (ii) the Trustee
shall become incapable of acting, or shall be adjudged as bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A)
a tax is imposed with respect to the Trust Fund by any state in which the
Trustee or the Trust Fund is located, (B) the imposition of such tax would be
avoided by the appointment of a different trustee and (C) the Trustee fails to
indemnify the Trust Fund against such tax, or (iv) during the period which the
Depositor is required to file Exchange Act Reports with respect to the Trust
Fund, the Trustee fails to comply with its obligations under the last sentence
of Section 7.01, the preceding paragraph, Section 8.09 or Article XI and such
failure is not remedied within the lesser of 10 calendar days or such period in
which the applicable Exchange Act Report can be filed timely (without taking
into account any extensions), then, in the case of clauses (i) through (iii),
the Depositor, the NIM Insurer or the Master Servicer, or in the case of clause
(iv), the Depositor, may remove the Trustee and appoint a successor trustee,
reasonably acceptable to the NIM Insurer, by written instrument, in triplicate,
one copy of which instrument shall be delivered to the Trustee, one copy of
which shall be delivered to the Master Servicer and one copy of which shall be
delivered to the successor trustee.

      The Holders evidencing at least 51% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered by the successor Trustee to the Master Servicer one complete
set to the Trustee so removed, one complete set to the successor so appointed
and one complete set to the Depositor, together with a written description of
the basis for such removal. Notice of any removal of the Trustee shall be given
to each Rating Agency by the successor Trustee.

      Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.07 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08 hereof.

      Section 8.08  Successor Trustee.

      Any successor trustee appointed as provided in Section 8.07 hereof shall
execute, acknowledge and deliver to the Depositor, its predecessor trustee and
the Master Servicer an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and


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obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. In addition, if the Swap Contract is still outstanding,
the Person appointed as successor trustee shall execute, acknowledge and deliver
to the predecessor trustee, CHL and the Master Servicer an instrument accepting
the appointment as successor Swap Contract Administrator under the Swap Contract
Administration Agreement.

      No successor trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06 hereof, is reasonably acceptable
to the NIM Insurer, its appointment shall not adversely affect the then-current
ratings of the Certificates and has provided to the Depositor in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee.
Upon acceptance of appointment by a successor trustee as provided in this
Section 8.08, the Depositor shall mail notice of the succession of such trustee
hereunder to the NIM Insurer and all Holders of Certificates. If the Depositor
fails to mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Depositor.

      Section 8.09  Merger or Consolidation of Trustee.

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to substantially all of the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be eligible under the provisions of Section 8.06 hereof
without the execution or filing of any paper or further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding.

      As a condition to the effectiveness of any merger or consolidation, at
least 15 calendar days prior to the effective date of any merger or
consolidation of the Trustee, the Trustee shall provide (x) written notice to
the Depositor of any successor pursuant to this Section and (y) in writing and
in form and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to a replacement Trustee.

      Section 8.10 Appointment of Co-Trustee or Separate Trustee.

      Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee and reasonably acceptable to the NIM Insurer to act as
co-trustee or co-trustees jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 8.10, such


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powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment, or the NIM Insurer shall not have approved such
appointment, within 15 days after receipt by it of a request to do so, or in the
case an Event of Default shall have occurred and be continuing, the Trustee
shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08.

      Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

            (1) All rights, powers, duties and obligations conferred or imposed
      upon the Trustee, except for the obligation of the Trustee under this
      Agreement to advance funds on behalf of the Master Servicer, shall be
      conferred or imposed upon and exercised or performed by the Trustee and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the Trustee joining in such act), except to the extent that under any law
      of any jurisdiction in which any particular act or acts are to be
      performed (whether as Trustee hereunder or as successor to the Master
      Servicer hereunder), the Trustee shall be incompetent or unqualified to
      perform such act or acts, in which event such rights, powers, duties and
      obligations (including the holding of title to the Trust Fund or any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of the Trustee;

            (2) No trustee hereunder shall be held personally liable by reason
      of any act or omission of any other trustee hereunder; and

            (3) The Trustee may at any time accept the resignation of or remove
      any separate trustee or co-trustee.

      Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Master Servicer and the Depositor.

      Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of


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its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

      Section 8.11  Tax Matters.

      It is intended that the Trust Fund shall constitute, and that the affairs
of the Trust Fund shall be conducted so that each REMIC created pursuant to the
Preliminary Statement qualifies as, a "real estate mortgage investment conduit"
as defined in and in accordance with the REMIC Provisions. In furtherance of
such intention, the Trustee covenants and agrees that it shall act as agent (and
the Trustee is hereby appointed to act as agent) on behalf of the Trust Fund and
that in such capacity it shall: (a) prepare and file, or cause to be prepared
and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
Income Tax Returns (Form 1066 or any successor form adopted by the Internal
Revenue Service) and prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax authorities income
tax or information returns for each taxable year with respect to each REMIC
created hereunder containing such information and at the times and in the manner
as may be required by the Code or state or local tax laws, regulations, or
rules, and furnish or cause to be furnished to Certificateholders the schedules,
statements or information at such times and in such manner as may be required
thereby; (b) within thirty days of the Closing Date, furnish or cause to be
furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may be
required by the Code, the name, title, address, and telephone number of the
person that the Holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such Form, and update such information at the time or times in the manner
required by the Code for the Trust Fund; (c) make or cause to be made elections,
on behalf of each REMIC created hereunder to be treated as a REMIC on the
federal tax return of each such REMIC for its first taxable year (and, if
necessary, under applicable state law); (d) prepare and forward, or cause to be
prepared and forwarded, to the Certificateholders and to the Internal Revenue
Service and, if necessary, state tax authorities, all information returns and
reports as and when required to be provided to them in accordance with the REMIC
Provisions, including without limitation, the calculation of any original issue
discount using the Prepayment Assumption; (e) provide information necessary for
the computation of tax imposed on the transfer of a Class A-R Certificate to a
Person that is not a Permitted Transferee, or an agent (including a broker,
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through
entity in which a Non-Permitted Transferee is the record holder of an interest
(the reasonable cost of computing and furnishing such information may be charged
to the Person liable for such tax); (f) to the extent that they are under its
control conduct the affairs of the Trust Fund at all times that any Certificates
are outstanding so as to maintain the status of each REMIC created hereunder as
a REMIC under the REMIC Provisions; (g) not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of any REMIC created hereunder; (h) pay, from the sources specified in
the penultimate paragraph of this Section 8.11, the amount of any federal, state
and local taxes, including prohibited transaction taxes as described below,
imposed on any REMIC created hereunder prior to the termination of the Trust
Fund when and as the same shall be due and payable (but such obligation shall
not prevent the Trustee or any other appropriate Person from contesting any such
tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) sign or cause to be signed federal, state or local income
tax or information returns; (j) maintain records relating to


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each REMIC created hereunder, including but not limited to the income, expenses,
assets and liabilities of each such REMIC, and the fair market value and
adjusted basis of the Trust Fund property determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
REMIC created hereunder, enter into settlement agreements with any governmental
taxing agency, extend any statute of limitations relating to any tax item of the
Trust Fund, and otherwise act on behalf of any REMIC created hereunder in
relation to any tax matter involving any such REMIC.

      In order to enable the Trustee to perform its duties as set forth herein,
the Depositor shall provide, or cause to be provided, to the Trustee within ten
days after the Closing Date all information or data that the Trustee requests in
writing and determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of the Certificates and
the Mortgage Loans (and, to the extent not part of the aforementioned, the
information referred to in paragraphs (1), (2), (3) and (4) of Section 4.05(d)).
Thereafter, the Depositor shall provide to the Trustee promptly upon written
request therefor, any such additional information or data that the Trustee may,
from time to time, request in order to enable the Trustee to perform its duties
as set forth herein. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims or expenses of the Trustee arising from any
errors or miscalculations of the Trustee that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Trustee on a timely basis.

      In the event that any tax is imposed on "prohibited transactions" of the
Trust Fund as defined in Section 860F(a)(2) of the Code, on the "net income from
foreclosure property" of the Trust Fund as defined in Section 860G(c) of the
Code, on any contribution to the Trust Fund after the startup day pursuant to
Section 860G(d) of the Code, or any other tax is imposed, including, without
limitation, any federal, state or local tax or minimum tax imposed upon the
Trust Fund pursuant to Sections 23153 and 24872 of the California Revenue and
Taxation Code if not paid as otherwise provided for herein, such tax shall be
paid by (i) the Trustee, if any such other tax arises out of or results from a
breach by the Trustee of any of its obligations under this Agreement, (ii) (x)
the Master Servicer, in the case of any such minimum tax, and (y) any party
hereto (other than the Trustee) to the extent any such other tax arises out of
or results from a breach by such other party of any of its obligations under
this Agreement or (iii) in all other cases, or in the event that any liable
party here fails to honor its obligations under the preceding clauses (i) or
(ii), any such tax will be paid first with amounts otherwise to be distributed
to the Class A-R Certificateholders, and second with amounts otherwise to be
distributed to all other Certificateholders in the same manner as if such tax
were a Realized Loss that occurred ratably within each Loan Group.
Notwithstanding anything to the contrary contained herein, to the extent that
such tax is payable by the Class A-R Certificates, the Trustee is hereby
authorized to retain on any Distribution Date, from the Holders of the Class A-R
Certificates (and, if necessary, second, from the Holders of the all other
Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such tax.
The Trustee agrees to promptly notify in writing the party liable for any such
tax of the amount thereof and the due date for the payment thereof.



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      The Trustee shall treat the Carryover Reserve Fund and the Swap Trust,
including the Swap Account, as outside reserve funds within the meaning of
Treasury Regulation 1.860G-2(h), neither of which is an asset of any REMIC
created hereunder. The Carryover Reserve Fund shall be treated as owned by the
Class C Certificateholders and the Swap Trust, including the Swap Account shall
be treated as owned by the Class C Certificateholders. The rights of the Holders
of each Class of Certificates (other than the Class P and Class A-R
Certificates) to receive payments from, and the deemed obligations of such
Holders to make payments to, the Carryover Reserve Fund or the Swap Trust,
including the Swap Account, shall be treated as rights and obligations with
respect to notional principal contracts written by the Holders of the Class C
Certificates in respect of any Net Rate Carryover distributed pursuant to
Sections 4.04(c)(4), and (ii) the Swap Counterparty in respect of any Net Rate
Carryover funded by the Swap Contract and in respect of any residual payments
from such Swap Contract received by the Class C Certificates. Thus, the
Certificates (other than the Class P and Class A-R Certificates), shall be
treated as representing ownership of Master REMIC regular interests coupled with
contractual rights and obligations within the meaning of Treasury Regulation
1.860G-2(i). For purposes of determining the issue price of the various Master
REMIC regular interests, the Trustee shall assume that the Swap Contract has a
value of $1,600,000.00.

      The Trustee shall treat the entitlement to Credit Comeback Excess Amounts
as owned by the Holders of the Class C Certificates and not as an asset of, or
interest in, any REMIC created hereunder. Further, the Trustee shall treat any
payments of Credit Comeback Excess Amounts to Persons other than the Holders of
the Class C Certificates as payments made by the Holders of the Class C
Certificates pursuant to a credit enhancement contract under Treasury Regulation
1.860G-2(c). The Trustee shall also treat any amount payable to a Class C
Certificate with respect to the R-3-X Interest as deposited into the Carryover
Reserve Fund. In addition, to the extent the interest otherwise payable to a
Certificateholder is reduced for amounts payable with respect to the Swap
Contract, the Trustee, for federal income tax purposes, shall treat the amount
of such reduction as first payable to the Certificateholder as interest and as
then payable by the Certificateholder with respect to a notional principal
contract. To the extent the amount payable with respect to the Swap Contract
exceeds the aggregate of the reductions described in the immediate sentence, the
Trustee, for federal income tax purposes, shall treat such excess as Realized
Losses from Mortgage Loans and to the extent such Realized Losses (if they had
occurred) would be allocated to a Certificateholder, the Trustee shall treat
such amount as first payable to the Certificateholder as principal and as then
payable by the Certificateholder with respect to a notional principal contract.

      Section 8.12  [Reserved].

      Section 8.13 Access to Records of the Trustee.

      The Trustee shall afford the Sellers, the Depositor, the Master Servicer,
the NIM Insurer and each Certificate Owner upon reasonable notice during normal
business hours access to all records maintained by the Trustee in respect of its
duties under this Agreement and access to officers of the Trustee responsible
for performing its duties. Upon request, the Trustee shall furnish the
Depositor, the Master Servicer, the NIM Insurer and any requesting Certificate
Owner with its most recent financial statements. The Trustee shall cooperate
fully with the Sellers, the Master Servicer, the Depositor, the NIM Insurer and
the Certificate Owner for review


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and copying any books, documents, or records requested with respect to the
Trustee's duties under this Agreement. The Sellers, the Depositor, the Master
Servicer and the Certificate Owner shall not have any responsibility or
liability for any action for failure to act by the Trustee and are not obligated
to supervise the performance of the Trustee under this Agreement or otherwise.

      Section 8.14  Suits for Enforcement.

      If an Event of Default or other material default by the Master Servicer or
the Depositor under this Agreement occurs and is continuing, at the direction of
the Certificateholders holding not less than 51% of the Voting Rights or the NIM
Insurer, the Trustee shall proceed to protect and enforce its rights and the
rights of the Certificateholders or the NIM Insurer under this Agreement by a
suit, action, or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable, or other remedy, as the Trustee,
being advised by counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee, the NIM
Insurer and the Certificateholders.

                                   ARTICLE IX.
                                   TERMINATION

            Section 9.01 Termination upon Liquidation or Repurchase of all
                         Mortgage Loans.

      Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Sellers and the Trustee created hereby shall terminate upon the earlier of (a)
the purchase by the Master Servicer or NIM Insurer (the party exercising such
purchase option, the "Terminator") of all of the Mortgage Loans (and REO
Properties) remaining in the Trust Fund at the price equal to the sum of (i)
100% of the Stated Principal Balance of each Mortgage Loan in the Trust Fund
(other than in respect of an REO Property), (ii) accrued interest thereon at the
applicable Mortgage Rate (or, if such repurchase is effected by the Master
Servicer, at the applicable Net Mortgage Rate), (iii) the appraised value of any
REO Property in the Trust Fund (up to the Stated Principal Balance of the
related Mortgage Loan), such appraisal to be conducted by an appraiser mutually
agreed upon by the Terminator and the Trustee, (iv) any remaining unpaid costs
and damages incurred by the Trust Fund that arises out of an actual violation of
any predatory or abusive lending law or regulation and (v) if the Terminator is
the NIM Insurer, any unreimbursed Servicing Advances, and the principal portion
of any unreimbursed Advances, made on the Mortgage Loans prior to the exercise
of such repurchase and (b) the later of (i) the maturity or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property and (ii) the distribution to
related Certificateholders of all amounts required to be distributed to them
pursuant to this Agreement, as applicable. In no event shall the trusts created
hereby continue beyond the earlier of (i) the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James's, living on the date
hereof and (ii) the Latest Possible Maturity Date.

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      The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall
be conditioned upon (1) the Stated Principal Balance of the Mortgage Loans, at
the time of any such repurchase, aggregating ten percent (10%) or less of the
sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans and the Pre-Funded Amount and (2) unless the NIM Insurer otherwise
consents, the purchase price for such Mortgage Loans and REO Properties shall
result in a final distribution on any NIM Insurer guaranteed notes that is
sufficient (x) to pay such notes in full and (y) to pay any amounts due and
payable to the NIM Insurer pursuant to the indenture related to such notes.

      The NIM Insurer's right to purchase all Mortgage Loans and REO Properties
shall be further conditioned upon the written consent of the Master Servicer.

      The Swap Trust shall terminate on the earlier of (i) the Swap Contract
Termination Date, (ii) the reduction of the aggregate Certificate Principal
Balance of the Interest-Bearing Certificates to zero and (iii) the termination
of this Agreement.

      Section 9.02  Final Distribution on the Certificates.

      If on any Determination Date, (i) the Master Servicer determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Certificate Account, the Master Servicer
shall direct the Trustee to send a final distribution notice promptly to each
related Certificateholder or (ii) the Trustee determines that a Class of
Certificates shall be retired after a final distribution on such Class, the
Trustee shall notify the related Certificateholders within five (5) Business
Days after such Determination Date that the final distribution in retirement of
such Class of Certificates is scheduled to be made on the immediately following
Distribution Date. Any final distribution made pursuant to the immediately
preceding sentence will be made only upon presentation and surrender of the
related Certificates at the Corporate Trust Office of the Trustee. If the
Terminator elects to terminate pursuant to clause (a) of Section 9.01, at least
20 days prior to the date notice is to be mailed to the affected
Certificateholders, such electing party shall notify the Depositor and the
Trustee of the date such electing party intends to terminate and of the
applicable repurchase price of the related Mortgage Loans and REO Properties.

      Notice of any termination, specifying the Distribution Date on which
related Certificateholders may surrender their Certificates for payment of the
final distribution and cancellation, shall be given promptly by the Trustee by
letter to related Certificateholders mailed not earlier than the 10th day and no
later than the 15th day of the month immediately preceding the month of such
final distribution. Any such notice shall specify (a) the Distribution Date upon
which final distribution on related Certificates will be made upon presentation
and surrender of such Certificates at the office therein designated, (b) the
amount of such final distribution, (c) the location of the office or agency at
which such presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of such Certificates at the
office therein specified. The Terminator will give such notice to each Rating
Agency at the time such notice is given to the affected Certificateholders.

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<PAGE>

      In the event such notice is given, the Master Servicer shall cause all
funds in the Certificate Account to be remitted to the Trustee for deposit in
the Distribution Account on the Business Day prior to the applicable
Distribution Date in an amount equal to the final distribution in respect of the
Certificates. Upon such final deposit and the receipt by the Trustee of a
Request for File Release therefor, the Trustee shall promptly release to the
Master Servicer the Mortgage Files for the Mortgage Loans.

      Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each affected Class the amounts
allocable to such Certificates held in the Distribution Account (and, if
applicable, the Carryover Reserve Fund) in the order and priority set forth in
Section 4.04 hereof on the final Distribution Date and in proportion to their
respective Percentage Interests. Notwithstanding the reduction of the
Certificate Principal Balance of any Class of Certificates to zero, such Class
will be outstanding hereunder (solely for the purpose of receiving distributions
(if any) to which it may be entitled pursuant to the terms of this Agreement and
not for any other purpose) until the termination of the respective obligations
and responsibilities of the Depositor, each Seller, the Master Servicer and the
Trustee hereunder in accordance with Article IX.

      In the event that any affected Certificateholders shall not surrender
related Certificates for cancellation within six months after the date specified
in the above mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their related
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets that remain a part of the Trust Fund. If within one year after the second
notice all related Certificates shall not have been surrendered for
cancellation, the Class A-R Certificates shall be entitled to all unclaimed
funds and other assets that remain subject hereto.

      Section 9.03  Additional Termination Requirements.

      (a) In the event the Terminator exercises its purchase option, the Trust
Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Terminator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.03 will not (i) result in
the imposition of taxes on "prohibited transactions" of a REMIC, or (ii) cause
any REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

      (1) The Master Servicer shall establish a 90-day liquidation period and
notify the Trustee thereof, which shall in turn specify the first day of such
period in a statement attached to the Trust Fund's final Tax Return pursuant
to Treasury Regulation Section 1.860F-1. The Master Servicer shall prepare a
plan of complete liquidation and shall otherwise satisfy all the requirements
of a qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and
the Depositor obtained at the expense of the Terminator;



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      (2) During such 90-day liquidation period, and at or prior to the time
of making the final payment on the Certificates, the Master Servicer as agent
of the Trustee shall sell all of the assets of the Trust Fund to the
Terminator for cash; and

      (3) At the time of the making of the final payment on the Certificates,
the Trustee shall distribute or credit, or cause to be distributed or
credited, to the Class A-R Certificateholders all cash on hand (other than
cash retained to meet claims) related to such Class of Certificates, and the
Trust Fund shall terminate at that time.

      (b) By their acceptance of the Certificates, the Holders thereof hereby
authorize the Master Servicer to specify the 90-day liquidation period for the
Trust Fund, which authorization shall be binding upon all successor
Certificateholders. The Trustee shall attach a statement to the final federal
income tax return for each of any REMIC created hereunder stating that pursuant
to Treasury Regulation Section 1.860F-1, the first day of the 90-day liquidation
period for each the REMIC was the date on which the Trustee sold the assets of
the Trust Fund to the Terminator.

      (c) The Trustee as agent for each REMIC created hereunder hereby agrees to
adopt and sign such a plan of complete liquidation upon the written request of
the Master Servicer, and the receipt of the Opinion of Counsel referred to in
Section 9.03(a)(1), and together with the Holders of the Class A-R Certificates
agree to take such other action in connection therewith as may be reasonably
requested by the Terminator.

                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

      Section 10.01  Amendment.

      This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Sellers and the Trustee with the consent of the NIM
Insurer, without the consent of any of the Certificateholders (i) to cure any
ambiguity, (ii) to correct or supplement any provisions herein, (iii) to conform
this Agreement to the Prospectus Supplement or the Prospectus, (iv) to modify,
alter, amend, add to or rescind any of the terms or provisions contained in this
Agreement to comply with any rules or regulations promulgated by the Securities
and Exchange Commission from time to time, or (v) to make such other provisions
with respect to matters or questions arising under this Agreement, as shall not
be inconsistent with any other provisions herein if such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder; provided that any such amendment shall be
deemed not to adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to the Certificates, it being understood
and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be


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deemed not to adversely affect in any material respect the interests of the
Certificateholders. Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the trust created by this
Agreement may be made without the consent of Certificateholders representing not
less than 51% of the Voting Rights of each Class of Certificates affected by
such amendment. Each party to this Agreement hereby agrees that it will
cooperate with each other party in amending this Agreement pursuant to clause
(iv) above.

      The Trustee, the Depositor, the Master Servicer and the Sellers with the
consent of the NIM Insurer may also at any time and from time to time amend this
Agreement, without the consent of the Certificateholders, to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of the Trust Fund as a REMIC under the
Code or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund at any
time prior to the final redemption of the Certificates, provided that the
Trustee has been provided an Opinion of Counsel, which opinion shall be an
expense of the party requesting such opinion but in any case shall not be an
expense of the Trustee, to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.

      This Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Sellers and the Trustee with the consent of the NIM Insurer
and the Holders of each Class of Certificates affected thereby evidencing not
less than 51% of the Voting Rights of such Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing 66% or more of
the Voting Rights of such Class, or (iii) reduce the aforesaid percentages of
Certificates the Holders of which are required to consent to any such amendment
without the consent of the Holders of all such Certificates then outstanding.

      Notwithstanding any contrary provision of this Agreement, no amendment
shall adversely affect in any material respect the Swap Counterparty without at
least ten Business Days' prior notice to the Swap Counterparty and without the
prior written consent of the Swap Counterparty, which consent shall not be
unreasonably withheld. CHL shall provide the Swap Counterparty with prior
written notice of any proposed material amendment of this Agreement.

      Notwithstanding any contrary provision of this Agreement, the Trustee and
the NIM Insurer shall not consent to any amendment to this Agreement unless each
shall have first received an Opinion of Counsel satisfactory to the Trustee and
the NIM Insurer, which opinion shall be an expense of the party requesting such
amendment but in any case shall not be an expense of the Trustee or the NIM
Insurer, to the effect that such amendment will not cause the imposition of any
tax on the Trust Fund or the Certificateholders or cause any REMIC formed
hereunder to fail to qualify as a REMIC at any time that any Certificates are
outstanding.



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      Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance of such amendment to
the Swap Counterparty, to each Certificateholder (if the consent of
Certificateholders is required) and each Rating Agency.

      It shall not be necessary for the consent of Certificateholders under this
Section to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations as
the Trustee may prescribe.

      Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, reasonably satisfactory to
the Trustee and the NIM Insurer that (i) such amendment is permitted and is not
prohibited by this Agreement and that all requirements for amending this
Agreement have been complied with; and (ii) either (A) the amendment does not
adversely affect in any material respect the interests of any Certificateholder
or (B) the conclusion set forth in the immediately preceding clause (A) is not
required to be reached pursuant to this Section 10.01.

      Section 10.02  Recordation of Agreement; Counterparts.

      This Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer at its expense.

      For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

      Section 10.03  Governing Law.

      THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

      Section 10.04  Intention of Parties.

      (a) It is the express intent of the parties hereto that the conveyance of
the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the
Depositor to the Trustee be, and be construed as, an absolute sale thereof to
the Trustee. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Depositor to the Trustee. However,
in the event


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that, notwithstanding the intent of the parties, such assets are held to be the
property of the Depositor, or if for any other reason this Agreement or any
Subsequent Transfer Agreement is held or deemed to create a security interest in
such assets, then (i) this Agreement shall be deemed to be a security agreement
(within the meaning of the Uniform Commercial Code of the State of New York)
with respect to all such assets and security interests and (ii) the conveyance
provided for in this Agreement and any Subsequent Transfer Agreement shall be
deemed to be an assignment and a grant pursuant to the terms of this Agreement
by the Depositor to the Trustee, for the benefit of the Certificateholders and
the Swap Counterparty, of a security interest in all of the assets that
constitute the Trust Fund, whether now owned or hereafter acquired.

      The Depositor for the benefit of the Certificateholders, the NIM Insurer
and the Swap Counterparty shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the assets of the Trust Fund, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. The Depositor shall arrange for filing any Uniform Commercial
Code continuation statements in connection with any security interest granted or
assigned to the Trustee for the benefit of the Certificateholders and the Swap
Counterparty.

      (b) The Depositor hereby represents that:

            (i) This Agreement creates a valid and continuing security interest
      (as defined in the Uniform Commercial Code as enacted in the State of New
      York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, which
      security interest is prior to all other liens, and is enforceable as such
      as against creditors of and purchasers from the Depositor.

            (ii) The Mortgage Notes constitute "instruments" within the meaning
      of the NY UCC.

            (iii) Immediately prior to the assignment of each Mortgage Loan to
      the Trustee, the Depositor owns and has good and marketable title to such
      Mortgage Loan free and clear of any lien, claim or encumbrance of any
      Person.

            (iv) The Depositor has received all consents and approvals required
      by the terms of the Mortgage Loans to the sale of the Mortgage Loans
      hereunder to the Trustee.

            (v) All original executed copies of each Mortgage Note that are
      required to be delivered to the Trustee pursuant to Section 2.01 have been
      delivered to the Trustee.

            (vi) Other than the security interest granted to the Trustee
      pursuant to this Agreement, the Depositor has not pledged, assigned, sold,
      granted a security interest in, or otherwise conveyed any of the Mortgage
      Loans. The Depositor has not authorized the filing of and is not aware of
      any financing statements against the Depositor that include a description
      of collateral covering the Mortgage Loans other than any financing
      statement relating to the security interest granted to the


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      Trustee hereunder or that has been terminated. The Depositor is not aware
      of any judgment or tax lien filings against the Depositor.

      (c) The Master Servicer shall take such action as is reasonably necessary
to maintain the perfection and priority of the security interest of the Trustee
in the Mortgage Loans; provided, however, that the obligation to deliver the
Mortgage File to the Trustee pursuant to Section 2.01 shall be solely the
Depositor's obligation and the Master Servicer shall not be responsible for the
safekeeping of the Mortgage Files by the Trustee.

      (d) It is understood and agreed that the representations and warranties
set forth in subSection (b) above shall survive delivery of the Mortgage Files
to the Trustee. Upon discovery by the Depositor or the Trustee of a breach of
any of the foregoing representations and warranties set forth in subSection (b)
above, which breach materially and adversely affects the interest of the
Certificateholders, the party discovering such breach shall give prompt written
notice to the others and to each Rating Agency.

      Section 10.05  Notices.

      (a) The Trustee shall use its best efforts to promptly provide notice to
each Rating Agency and the Swap Counterparty with respect to each of the
following of which it has actual knowledge:

            (1) Any material change or amendment to this Agreement;

            (2) The occurrence of any Event of Default that has not been cured;

            (3) The resignation or termination of the Master Servicer or the
      Trustee and the appointment of any successor;

            (4) The repurchase or substitution of Mortgage Loans pursuant to
      Sections 2.02, 2.03, 2.04 and 3.12; and

            (5) The final payment to Certificateholders.

      (b) In addition, the Trustee shall promptly furnish to each Rating Agency
copies of the following:

            (1) Each report to Certificateholders described in Section 4.05;

            (2) Each annual statement as to compliance described in Section
      3.17; and

            (3) Each annual independent public accountants' servicing report
      described in Section 11.07.

      (c) All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given when sent by facsimile transmission,
first class mail or delivered to (i) in the case of the Depositor, CWABS, Inc.,
4500 Park Granada, Calabasas,


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California 91302, facsimile number: (818) 225-4053, Attention: David A. Spector,
or such other address as may be hereafter furnished to the Sellers, the Master
Servicer and the Trustee by the Depositor in writing; (ii) in the case of CHL,
Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Depositor, the Master Servicer and
the Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park Granada,
Calabasas, California 91302, facsimile number (818) 225-4028, Attention: Paul
Liu, or such other address as may be hereafter furnished to the Depositor, the
Master Servicer and the Trustee by the Sellers in writing; (v) in the case of
the Master Servicer, Countrywide Home Loans Servicing LP, 7105 Corporate Drive,
Plano, Texas 75024, facsimile number (805) 520-5623, Attention: Mark Wong or
such other address as may be hereafter furnished to the Depositor, the Sellers
and the Trustee by the Master Servicer in writing; (vi) in the case of the
Trustee, The Bank of New York, 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust MBS Administration, CWABS, Series 2006-4, or such
other address as the Trustee may hereafter furnish to the parties hereto; (vii)
in the case of the Rating Agencies, (x) Moody's Investors Service, Inc.,
Attention: ABS Monitoring Department, 99 Church Street, Sixth Floor, New York,
New York 10007, and (y) Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Attention: Mortgage Surveillance Group, 55 Water Street,
41st Floor, New York, New York 10041; and (viii) in the case of the Swap
Counterparty, Lehman Brothers Special Financing Inc., c/o Lehman Brothers Inc.,
Transaction Management Group, Corporate Advisory Division, 745 Seventh Avenue,
New York, NY 10019, Attention: Documentation Manager, facsimile number (212)
526-7672, or such other address as may be hereafter furnished by the Swap
Counterparty. Notices to Certificateholders shall be deemed given when mailed,
first postage prepaid, to their respective addresses appearing in the
Certificate Register.

      Section 10.06  Severability of Provisions.

      If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

      Section 10.07  Assignment.

      Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by the
Master Servicer without the prior written consent of the Trustee and the
Depositor.

      Section 10.08  Limitation on Rights of Certificateholders.

      The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to


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claim an accounting or to take any action or commence any proceeding in any
court for a petition or winding up of the Trust Fund, or otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

      No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

      No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights shall also
have made written request to the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses,
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section 10.08, each
and every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

      Section 10.09  Inspection and Audit Rights.

      The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor, any Seller, the NIM Insurer or the
Trustee during the Master Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Master Servicer
relating to the Mortgage Loans, to make copies and extracts therefrom, to cause
such books to be audited by independent certified public accountants selected by
the Depositor, a Seller, the NIM Insurer or the Trustee and to discuss its
affairs, finances and accounts relating to the Mortgage Loans with its officers,
employees and independent public accountants (and by this provision the Master
Servicer hereby authorizes such accountants to discuss with such representative
such affairs, finances and accounts), all at such reasonable times and as often
as may be reasonably requested. Any out-of-pocket expense incident to the
exercise by the Depositor, any Seller, the NIM Insurer or the Trustee of any
right under this Section 10.09 shall be borne by the party requesting such
inspection; all other such expenses shall be borne by the Master Servicer.


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      Section 10.10  Certificates Nonassessable and Fully Paid.

      It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.

      Section 10.11  Rights of NIM Insurer.

      (a) The rights of the NIM Insurer under this Agreement shall exist only so
long as either:

            (1) the notes certain payments on which are guaranteed by the NIM
      Insurer remain outstanding or

            (2) the NIM Insurer is owed amounts paid by it with respect to that
      guaranty.

      (b) The rights of the NIM Insurer under this Agreement are exercisable by
the NIM Insurer only so long as no default by the NIM Insurer under its guaranty
of certain payments under notes backed or secured by the Class C or Class P
Certificates has occurred and is continuing. If the NIM Insurer is the subject
of any insolvency proceeding, the rights of the NIM Insurer under this Agreement
will be exercisable by the NIM Insurer only so long as:

            (1) the obligations of the NIM Insurer under its guaranty of notes
      backed or secured by the Class C or Class P Certificates have not been
      disavowed and

            (2) CHL and the Trustee have received reasonable assurances that the
      NIM Insurer will be able to satisfy its obligations under its guaranty of
      notes backed or secured by the Class C or Class P Certificates.

      (c) The NIM Insurer is a third party beneficiary of this Agreement to the
same extent as if it were a party to this Agreement and may enforce any of those
rights under this Agreement.

      (d) A copy of any documents of any nature required by this Agreement to be
delivered by the Trustee, or to the Trustee or the Rating Agencies, shall in
each case at the same time also be delivered to the NIM Insurer. Any notices
required to be given by the Trustee, or to the Trustee or the Rating Agencies,
shall in each case at the same time also be given to the NIM Insurer. If the
Trustee receives a notice or document that is required hereunder to be delivered
to the NIM Insurer, and if such notice or document does not indicate that a copy
thereof has been previously sent to the NIM Insurer, the Trustee shall send the
NIM Insurer a copy of such notice or document. If such document is an Opinion of
Counsel, the NIM Insurer shall be an addressee thereof or such Opinion of
Counsel shall contain language permitting the NIM Insurer to rely thereon as if
the NIM Insurer were an addressee thereof.



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      (e) Anything in this Agreement that is conditioned on not resulting in the
downgrading or withdrawal of the ratings then assigned to the Certificates by
the Rating Agencies shall also be conditioned on not resulting in the
downgrading or withdrawal of the ratings then assigned by the Rating Agencies to
the notes backed or secured by the Class C or Class P Certificates (without
giving effect to any policy or guaranty provided by the NIM Insurer).




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                                   ARTICLE XI.
                             EXCHANGE ACT REPORTING

      Section 11.01  Filing Obligations.

      The Master Servicer, the Trustee and each Seller shall reasonably
cooperate with the Depositor in connection with the satisfaction of the
Depositor's reporting requirements under the Exchange Act with respect to the
Trust Fund. In addition to the information specified below, if so requested by
the Depositor for the purpose of satisfying its reporting obligation under the
Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the
Master Servicer shall cause each Subservicer to) provide the Depositor with (a)
such information which is available to such Person without unreasonable effort
or expense and within such timeframe as may be reasonably requested by the
Depositor to comply with the Depositor's reporting obligations under the
Exchange Act and (b) to the extent such Person is a party (and the Depositor is
not a party) to any agreement or amendment required to be filed, copies of such
agreement or amendment in EDGAR-compatible form.

      Section 11.02  Form 10-D Filings.

      (a) In accordance with the Exchange Act, the Trustee shall prepare for
filing and file within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act) with the Commission with respect to
the Trust Fund, a Form 10-D with copies of the Monthly Statement and, to the
extent delivered to the Trustee, no later than 10 days following the
Distribution Date, such other information identified by the Depositor or the
Master Servicer, in writing, to be filed with the Commission (such other
information, the "Additional Designated Information"). If the Depositor or
Master Servicer directs that any Additional Designated Information is to be
filed with any Form 10-D, the Depositor or Master Servicer, as the case may be,
shall specify the Item on Form 10-D to which such information is responsive and,
with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any
information to be filed on Form 10-D shall be delivered to the Trustee in
EDGAR-compatible form or as otherwise agreed upon by the Trustee and the
Depositor or the Master Servicer, as the case may be, at the Depositor's
expense, and any necessary conversion to EDGAR-compatible format will be at the
Depositor's expense. At the reasonable request of, and in accordance with the
reasonable directions of, the Depositor or the Master Servicer, subject to the
two preceding sentences, the Trustee shall prepare for filing and file an
amendment to any Form 10-D previously filed with the Commission with respect to
the Trust Fund. The Master Servicer shall sign the Form 10-D filed on behalf of
the Trust Fund.

      (b) No later than each Distribution Date, each of the Master Servicer and
the Trustee shall notify (and the Master Servicer shall cause any Subservicer to
notify) the Depositor and the Master Servicer of any Form 10-D Disclosure Item,
together with a description of any such Form 10-D Disclosure Item in form and
substance reasonably acceptable to the Depositor. In addition to such
information as the Master Servicer and the Trustee are obligated to provide
pursuant to other provisions of this Agreement, if so requested by the
Depositor, each of the Master Servicer and the Trustee shall provide such
information which is available to the Master Servicer and the Trustee, as
applicable, without unreasonable effort or expense regarding the performance or
servicing of the Mortgage Loans (in the case of the Trustee, based on the



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information provided by the Master Servicer) as is reasonably required to
facilitate preparation of distribution reports in accordance with Item 1121 of
Regulation AB. Such information shall be provided concurrently with the
Remittance Reports in the case of the Master Servicer and the Monthly Statement
in the case of the Trustee, commencing with the first such report due not less
than five Business Days following such request.

      (c) The Trustee shall not have any responsibility to file any items (other
than those generated by it) that have not been received in a format suitable (or
readily convertible into a format suitable) for electronic filing via the EDGAR
system and shall not have any responsibility to convert any such items to such
format (other than those items generated by it or that are readily convertible
to such format). The Trustee shall have no liability to the Certificateholders,
the Trust Fund, the Master Servicer, the Depositor or the NIM Insurer with
respect to any failure to properly prepare or file any of Form 10-D to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.

      Section 11.03  Form 8-K Filings.

      The Master Servicer shall prepare and file on behalf of the Trust Fund any
Form 8-K required by the Exchange Act. Each Form 8-K must be signed by the
Master Servicer. Each of the Master Servicer (and the Master Servicer shall
cause any Subservicer to promptly notify) and the Trustee shall promptly notify
the Depositor and the Master Servicer (if the notifying party is not the Master
Servicer), but in no event later than one (1) Business Day after its occurrence,
of any Reportable Event of which it has actual knowledge. Each Person shall be
deemed to have actual knowledge of any such event to the extent that it relates
to such Person or any action or failure to act by such Person. Concurrently with
any Subsequent Transfer, CHL shall notify the Depositor and the Master Servicer,
if any material pool characteristic of the actual asset pool at the time of
issuance of the Certificates differs by 5% or more (other than as a result of
the pool assets converting into cash in accordance with their terms) from the
description of the asset pool in the Prospectus Supplement.

      Section 11.04  Form 10-K Filings.

      Prior to March 30th of each year, commencing in 2007 (or such earlier date
as may be required by the Exchange Act), the Depositor shall prepare and file on
behalf of the Trust Fund a Form 10-K, in form and substance as required by the
Exchange Act. A senior officer in charge of the servicing function of the Master
Servicer shall sign each Form 10-K filed on behalf of the Trust Fund. Such Form
10-K shall include as exhibits each (i) annual compliance statement described
under Section 3.17, (ii) annual report on assessments of compliance with
servicing criteria described under Section 11.07 and (iii) accountant's report
described under Section 11.07. Each Form 10-K shall also include any
Sarbanes-Oxley Certification required to be included therewith, as described in
Section 11.05.

      If the Item 1119 Parties listed on Exhibit Z have changed since the
Closing Date, no later than March 1 of each year, the Master Servicer shall
provide each of the Master Servicer (and the Master Servicer shall provide any
Subservicer) and the Trustee with an updated Exhibit Z setting forth the Item
1119 Parties. No later than March 15 of each year, commencing in 2007, the
Master Servicer and the Trustee shall notify (and the Master Servicer shall
cause any


                                      161
<PAGE>

Subservicer to notify) the Depositor and the Master Servicer of any Form 10-K
Disclosure Item, together with a description of any such Form 10-K Disclosure
Item in form and substance reasonably acceptable to the Depositor. Additionally,
each of the Master Servicer and the Trustee shall provide, and shall cause each
Reporting Subcontractor retained by the Master Servicer or the Trustee, as
applicable, and in the case of the Master Servicer shall cause each Subservicer,
to provide, the following information no later than March 15 of each year in
which a Form 10-K is required to be filed on behalf of the Trust Fund: (i) if
such Person's report on assessment of compliance with servicing criteria
described under Section 11.07 or related registered public accounting firm
attestation report described under Section 11.07 identifies any material
instance of noncompliance, notification of such instance of noncompliance and
(ii) if any such Person's report on assessment of compliance with servicing
criteria or related registered public accounting firm attestation report is not
provided to be filed as an exhibit to such Form 10-K, information detailing the
explanation why such report is not included.

      Section 11.05  Sarbanes-Oxley Certification.

      Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff)). No later than March 15 of
each year, beginning in 2007, the Master Servicer and the Trustee shall (unless
such person is the Certifying Person), and the Master Servicer shall cause each
Subservicer and each Reporting Subcontractor and the Trustee shall cause each
Reporting Subcontractor to, provide to the Person who signs the Sarbanes-Oxley
Certification (the "Certifying Person") a certification (each, a "Performance
Certification"), in the form attached hereto as Exhibit X-1 (in the case of a
Subservicer or any Reporting Subcontractor of the Master Servicer or a
Subservicer) and Exhibit X-2 (in the case of the Trustee or any Reporting
Subcontractor of the Trustee), on which the Certifying Person, the entity for
which the Certifying Person acts as an officer, and such entity's officers,
directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") can reasonably rely. The senior officer in charge of
the servicing function of the Master Servicer shall serve as the Certifying
Person on behalf of the Trust Fund. Neither the Master Servicer nor the
Depositor will request delivery of a certification under this clause unless the
Depositor is required under the Exchange Act to file an annual report on Form
10-K with respect to the Trust Fund. In the event that prior to the filing date
of the Form 10-K in March of each year, the Trustee or the Depositor has actual
knowledge of information material to the Sarbanes-Oxley Certification, the
Trustee or the Depositor, as the case may be, shall promptly notify the Master
Servicer and the Depositor. The respective parties hereto agree to cooperate
with all reasonable requests made by any Certifying Person or Certification
Party in connection with such Person's attempt to conduct any due diligence that
such Person reasonably believes to be appropriate in order to allow it to
deliver any Sarbanes-Oxley Certification or portion thereof with respect to the
Trust Fund.





                                      162
<PAGE>

      Section 11.06  Form 15 Filing.

      Prior to January 30 of the first year in which the Depositor is able to do
so under applicable law, the Depositor shall file a Form 15 relating to the
automatic suspension of reporting in respect of the Trust Fund under the
Exchange Act.

      Section 11.07  Report on Assessment of Compliance and Attestation.

      (a) On or before March 15 of each calendar year, commencing in 2007:

            (1) Each of the Master Servicer and the Trustee shall deliver to the
      Depositor and the Master Servicer a report (in form and substance
      reasonably satisfactory to the Depositor) regarding the Master Servicer's
      or the Trustee's, as applicable, assessment of compliance with the
      Servicing Criteria during the immediately preceding calendar year, as
      required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
      of Regulation AB. Such report shall be signed by an authorized officer of
      such Person and shall address each of the Servicing Criteria specified on
      a certification substantially in the form of Exhibit W hereto delivered to
      the Depositor concurrently with the execution of this Agreement. To the
      extent any of the Servicing Criteria are not applicable to such Person,
      with respect to asset-backed securities transactions taken as a whole
      involving such Person and that are backed by the same asset type backing
      the Certificates, such report shall include such a statement to that
      effect. The Depositor and the Master Servicer, and each of their
      respective officers and directors shall be entitled to rely on upon each
      such servicing criteria assessment.

            (2) Each of the Master Servicer and the Trustee shall deliver to the
      Depositor and the Master Servicer a report of a registered public
      accounting firm reasonably acceptable to the Depositor that attests to,
      and reports on, the assessment of compliance made by Master Servicer or
      the Trustee, as applicable, and delivered pursuant to the preceding
      paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3)
      and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
      Act, including, without limitation that in the event that an overall
      opinion cannot be expressed, such registered public accounting firm shall
      state in such report why it was unable to express such an opinion. Such
      report must be available for general use and not contain restricted use
      language. To the extent any of the Servicing Criteria are not applicable
      to such Person, with respect to asset-backed securities transactions taken
      as a whole involving such Person and that are backed by the same asset
      type backing the Certificates, such report shall include such a statement
      that that effect.

            (3) The Master Servicer shall cause each Subservicer and each
      Reporting Subcontractor to deliver to the Depositor an assessment of
      compliance and accountant's attestation as and when provided in paragraphs
      (a) and (b) of this Section 11.07.

            (4) The Trustee shall cause each Reporting Subcontractor to deliver
      to the Depositor and the Master Servicer an assessment of compliance and
      accountant's attestation as and when provided in paragraphs (a) and (b) of
      this Section.



                                      163
<PAGE>

            (5) The Master Servicer and the Trustee shall execute (and the
      Master Servicer shall cause each Subservicer to execute, and the Master
      Servicer and the Trustee shall cause each Reporting Subcontractor to
      execute) a reliance certificate to enable the Certification Parties to
      rely upon each (i) annual compliance statement provided pursuant to
      Section 3.17, (ii) annual report on assessments of compliance with
      servicing criteria provided pursuant to this Section 11.07 and (iii)
      accountant's report provided pursuant to this Section 11.07 and shall
      include a certification that each such annual compliance statement or
      report discloses any deficiencies or defaults described to the registered
      public accountants of such Person to enable such accountants to render the
      certificates provided for in this Section 11.07.

      (b) In the event the Master Servicer, any Subservicer, the Trustee or
Reporting Subcontractor is terminated or resigns during the term of this
Agreement, such Person shall provide documents and information required by this
Section 11.07 with respect to the period of time it was subject to this
Agreement or provided services with respect to the Trust Fund, the Certificates
or the Mortgage Loans.

      (c) Each assessment of compliance provided by a Subservicer pursuant to
Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit W hereto delivered to the
Depositor concurrently with the execution of this Agreement or, in the case of a
Subservicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor pursuant to
Section 11.07(a)(3) or (4) need not address any elements of the Servicing
Criteria other than those specified by the Master Servicer or the Trustee, as
applicable, pursuant to Section 11.07(a)(1).

      Section 11.08  Use of Subservicers and Subcontractors.

      (a) The Master Servicer shall cause any Subservicer used by the Master
Servicer (or by any Subservicer) for the benefit of the Depositor to comply with
the provisions of Section 3.17 and this Article XI to the same extent as if such
Subservicer were the Master Servicer (except with respect to the Master
Servicer's duties with respect to preparing and filing any Exchange Act Reports
or as the Certifying Person). The Master Servicer shall be responsible for
obtaining from each Subservicer and delivering to the Depositor any servicer
compliance statement required to be delivered by such Subservicer under Section
3.17, any assessment of compliance and attestation required to be delivered by
such Subservicer under Section 11.07 and any certification required to be
delivered to the Certifying Person under Section 11.05 as and when required to
be delivered. As a condition to the succession to any Subservicer as subservicer
under this Agreement by any Person (i) into which such Subservicer may be merged
or consolidated, or (ii) which may be appointed as a successor to any
Subservicer, the Master Servicer shall provide to the Depositor, at least 15
calendar days prior to the effective date of such succession or appointment, (x)
written notice to the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Depositor, all
information reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K.



                                      164
<PAGE>

      (b) It shall not be necessary for the Master Servicer, any Subservicer or
the Trustee to seek the consent of the Depositor or any other party hereto to
the utilization of any Subcontractor. The Master Servicer or the Trustee, as
applicable, shall promptly upon request provide to the Depositor (or any
designee of the Depositor, such as the Master Servicer or administrator) a
written description (in form and substance satisfactory to the Depositor) of the
role and function of each Subcontractor utilized by such Person (or in the case
of the Master Servicer, any Subservicer), specifying (i) the identity of each
such Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.

      As a condition to the utilization of any Subcontractor determined to be a
Reporting Subcontractor, the Master Servicer or the Trustee, as applicable,
shall cause any such Subcontractor used by such Person (or in the case of the
Master Servicer, any Subservicer) for the benefit of the Depositor to comply
with the provisions of Sections 11.07 and 11.09 of this Agreement to the same
extent as if such Subcontractor were the Master Servicer (except with respect to
the Master Servicer's duties with respect to preparing and filing any Exchange
Act Reports or as the Certifying Person) or the Trustee, as applicable. The
Master Servicer or the Trustee, as applicable, shall be responsible for
obtaining from each Subcontractor and delivering to the Depositor and the Master
Servicer, any assessment of compliance and attestation required to be delivered
by such Subcontractor under Section 11.05 and Section 11.07, in each case as and
when required to be delivered.

      Section 11.09  Amendments.

      In the event the parties to this Agreement desire to further clarify or
amend any provision of this Article XI, this Agreement shall be amended to
reflect the new agreement between the parties covering matters in this Article
XI pursuant to Section 10.01, which amendment shall not require any Opinion of
Counsel or Rating Agency confirmations or the consent of any Certificateholder
or the NIM Insurer.

      If, during the period that the Depositor is required to file Exchange Act
Reports with respect to the Trust Fund, the Master Servicer is no longer an
Affiliate of the Depositor, the Depositor shall assume the obligations and
responsibilities of the Master Servicer in this Article XI with respect to the
preparation and filing of the Exchange Act Reports and/or acting as the
Certifying Person, if the Depositor has received indemnity from such successor
Master Servicer satisfactory to the Depositor, and such Master Servicer has
agreed to provide a Sarbanes-Oxley Certification to the Depositor substantially
in the form of Exhibit AA and the certifications referred to in Section 11.07.

      Section 11.10  Reconciliation of Accounts.

      Any reconciliation of Accounts performed by any party hereto, or any
Subservicer or Subcontractor shall be prepared no later than 45 calendar days
after the bank statement cutoff date.



                                      165
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

                                  CWABS, INC.,
                                     as Depositor


                                  By: /s/ Leon Daniels, Jr.
                                     -----------------------------
                                     Name:  Leon Daniels, Jr.
                                     Title:  Vice President


                                  COUNTRYWIDE HOME LOANS, INC.,
                                     as a Seller


                                  By: /s/ Leon Daniels, Jr.
                                     -----------------------------
                                     Name:  Leon Daniels, Jr.
                                     Title:  Senior Vice President


                                  PARK MONACO INC.,
                                     as a Seller


                                  By: /s/ Leon Daniels, Jr.
                                     -----------------------------
                                     Name:  Leon Daniels, Jr.
                                     Title:  Vice President



                                  PARK SIENNA LLC,
                                     as a Seller


                                  By: /s/ Leon Daniels, Jr.
                                     -----------------------------
                                     Name:  Leon Daniels, Jr.
                                     Title:  Vice President
<PAGE>







                                  COUNTRYWIDE HOME LOANS SERVICING LP,
                                     as Master Servicer

                                  By:  COUNTRYWIDE GP, INC.


                                  By: /s/ Leon Daniels, Jr.
                                     -----------------------------
                                     Name:  Leon Daniels, Jr.
                                     Title:  Vice President


                                  THE BANK OF NEW YORK,
                                     as Trustee


                                  By: /s/ Maria Tokarz
                                     -----------------------------
                                     Name:  Maria Tokarz
                                     Title:  Assistant Treasurer


                                  THE BANK OF NEW YORK
                                  (solely with respect to its obligations
                                  under Section 4.01(d))


                                  By: /s/ Paul Connolly
                                     -----------------------------
                                     Name:  Paul Connolly
                                     Title:  Vice President

<PAGE>




STATE OF CALIFORNIA     )
                        )  ss.:
COUNTY OF LOS ANGELES   )

      On this 17th day of March, 2006, before me, a notary public in and for
said State, appeared Leon Daniels, Jr., personally known to me on the basis of
satisfactory evidence to be a Senior Vice President of Countrywide Home Loans,
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                /s/ Glenda J. Daniel
                                               ---------------------------------
                                                          Notary Public


[Notarial Seal]

GLENDA J. DANIEL
Commission #1609859
Notary Public California
Los Angeles County
My Comm. Expires Oct 15, 2009











<PAGE>



STATE OF CALIFORNIA     )
                        )  ss.:
COUNTY OF LOS ANGELES   )

      On this 17th day of March, 2006, before me, a notary public in and for
said State, appeared Leon Daniels, Jr., personally known to me on the basis of
satisfactory evidence to be a Vice President of Countrywide GP, Inc., the parent
company of Countrywide Home Loans Servicing LP, one of the organizations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such limited partnership and acknowledged to me that
such limited partnership executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                /s/ Glenda J. Daniel
                                               ---------------------------------
                                                          Notary Public


[Notarial Seal]

GLENDA J. DANIEL
Commission #1609859
Notary Public California
Los Angeles County
My Comm. Expires Oct 15, 2009






<PAGE>



STATE OF CALIFORNIA     )
                        )  ss.:
COUNTY OF LOS ANGELES   )


      On this 17th day of March, 2006, before me, a notary public in and for
said State, appeared Leon Daniels, Jr., personally known to me on the basis of
satisfactory evidence to be a Vice President of CWABS, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation and acknowledged to me that
such corporation executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                /s/ Glenda J. Daniel
                                               ---------------------------------
                                                          Notary Public


[Notarial Seal]

GLENDA J. DANIEL
Commission #1609859
Notary Public California
Los Angeles County
My Comm. Expires Oct 15, 2009






<PAGE>




STATE OF CALIFORNIA     )
                        )  ss.:
COUNTY OF LOS ANGELES   )


      On this 17th day of March, 2006, before me, a notary public in and for
said State, appeared Leon Daniels, Jr., personally known to me on the basis of
satisfactory evidence to be a Vice President of Park Monaco Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation and acknowledged to me that
such corporation executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                /s/ Glenda J. Daniel
                                               ---------------------------------
                                                          Notary Public


[Notarial Seal]

GLENDA J. DANIEL
Commission #1609859
Notary Public California
Los Angeles County
My Comm. Expires Oct 15, 2009





<PAGE>



STATE OF CALIFORNIA     )
                        )  ss.:
COUNTY OF LOS ANGELES   )



      On this 17th day of March, 2006, before me, a notary public in and for
said State, appeared Leon Daniels, Jr., personally known to me on the basis of
satisfactory evidence to be a Vice President of Park Sienna LLC, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity and acknowledged to me that such
entity executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                /s/ Glenda J. Daniel
                                               ---------------------------------
                                                          Notary Public


[Notarial Seal]

GLENDA J. DANIEL
Commission #1609859
Notary Public California
Los Angeles County
My Comm. Expires Oct 15, 2009



<PAGE>



STATE OF NEW YORK      )
                       )  ss.:
COUNTY OF NEW YORK     )

      On this 17th day of March, 2006 before me, a notary public in and for
said State, appeared Maria Tokarz, personally known to me on the basis of
satisfactory evidence to be an Assistant Treasurer of The Bank of New York, a
New York banking corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                /s/ Adriel I. Cepeda Derieux
                                               ---------------------------------
                                                          Notary Public


[Notarial Seal]

                                    ADRIEL I. CEPEDA DERIEUX
                                    Notary Public, State of New York
                                    No. 01CE6132440
                                    Qualified in New York County
                                    Commission Expires Aug. 29, 2009



<PAGE>




STATE OF NEW YORK      )
                       )  ss.:
COUNTY OF NEW YORK     )

      On this 17th day of March, 2006 before me, a notary public in and for said
State, appeared Paul Connolly, personally known to me on the basis of
satisfactory evidence to be a Vice President of The Bank of New York, a New York
banking corporation that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to
me that such corporation executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                /s/ Adriel I. Cepeda Derieux
                                               ---------------------------------
                                                          Notary Public


[Notarial Seal]

                                    ADRIEL I. CEPEDA DERIEUX
                                    Notary Public, State of New York
                                    No. 01CE6132440
                                    Qualified in New York County
                                    Commission Expires Aug. 29, 2009




<PAGE>




                                                                    Exhibits A-1
                                                                    through A-14

                         [Exhibits A-1 through A-14 are
                photocopies of such Certificates as delivered.]

               [See appropriate documents delivered at closing.]






                                      A-1
<PAGE>




                                                                       Exhibit B

                            Exhibit B is a photocopy
                           of the Class P Certificates
                                  as delivered.

                [See appropriate document delivered at closing.]


                                      B-1
<PAGE>




                                                                       Exhibit C

                            Exhibit C is a photocopy
                           of the Class C Certificates
                                  as delivered.


                [See appropriate document delivered at closing.]




                                      C-1
<PAGE>




                                                                       Exhibit D

                            Exhibit D is a photocopy
                          of the Class A-R Certificate
                                  as delivered.


                [See appropriate documents delivered at closing.]




                                      D-1
<PAGE>




                                                                       Exhibit E

                            Exhibit E is a photocopy
                      of the Tax Matters Person Certificate
                                  as delivered.

                [See appropriate documents delivered at closing.]




                                      E-1
<PAGE>




                                                             Exhibit F-1 and F-2

             [Exhibits F-1 and F-2 are schedules of Mortgage Loans]

        [Delivered to Trustee at closing and on file with the Trustee.]


                                      F-1
<PAGE>


                                   EXHIBIT G-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]




                  Re:  CWABS Asset-Backed Certificates, Series 2006-4

Gentlemen:

      In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of February 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
listed in the attached list of exceptions) the Trustee has received:

      (i) the original Mortgage Note, endorsed by manual or facsimile signature
in blank in the following form: "Pay to the order of ______________, without
recourse", or, if the original Mortgage Note has been lost or destroyed and not
replaced, an original lost note affidavit, stating that the original Mortgage
Note was lost or destroyed, together with a copy of the related Mortgage Note;
and

      (ii) a duly executed assignment of the Mortgage or a copy of such
assignment, in either case in the form permitted by Section 2.01 of the Pooling
and Servicing Agreement.

      Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

      The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                     G-1-1
<PAGE>



      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                   The Bank of New York,
                                       as Trustee



                                   By:______________________________
                                      Name:
                                      Title:



                                     G-1-2
<PAGE>




                                   EXHIBIT G-2

                    FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]



                  Re:  CWABS Asset-Backed Certificates, Series 2006-4

Gentlemen:

      In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of February 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that [, with respect to the Subsequent
Mortgage Loans delivered in connection with the Subsequent Transfer Agreement,
dated as of __________ (the "Subsequent Transfer Agreement") among CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee],
except as listed in the following paragraph, as to each [Initial Mortgage
Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] (other than any
[Mortgage Loan][Loan Number and Borrower Identification Mortgage Loan Schedule]
paid in full or listed on the attached list of exceptions) the Trustee has
received:

      (i) the original Mortgage Note, endorsed by manual or facsimile signature
in blank in the following form: "Pay to the order of _______________ without
recourse", with all intervening endorsements that show a complete chain of
endorsement from the originator to the Person endorsing the Mortgage Note (each
such endorsement being sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note), or, if the original Mortgage Note has been lost or destroyed and
not replaced, an original lost note affidavit, stating that the original
Mortgage Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening endorsements;

      (ii) the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan]
that is not a MERS Mortgage Loan, the original recorded Mortgage or a copy of
such Mortgage, with recording information, and in the case of each [Initial
Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage Loan, the
original Mortgage or a copy of such Mortgage, with recording information, noting
thereon the presence of the MIN of the [Initial Mortgage Loan][Subsequent
Mortgage Loan] and language indicating that the [Initial Mortgage



                                     G-2-1
<PAGE>

oan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial Mortgage
Loan][Subsequent Mortgage Loan] is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;

      (iii) the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan]
that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage to
"Asset-Backed Certificates, Series 2006-4, CWABS, Inc., by The Bank of New York,
a New York banking corporation, as trustee under the Pooling and Servicing
Agreement dated as of February 1, 2006, without recourse" or a copy of such
assignment, with recording information, or, in the case of each [Initial
Mortgage Loan][Subsequent Mortgage Loan] with respect to property located in the
State of California that is not a MERS Mortgage Loan, a duly executed assignment
of the Mortgage in blank (each such assignment, when duly and validly completed,
to be in recordable form and sufficient to effect the assignment of and transfer
to the assignee thereof, under the Mortgage to which such assignment relates);

      (iv) the original recorded assignment or assignments of the Mortgage or a
copy of such assignments, with recording information, together with all interim
recorded assignments of such Mortgage or a copy of such assignments, with
recording information (in each case noting the presence of a MIN in the case of
each MERS Mortgage Loan);

      (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and

      (vi) the original or duplicate original lender's title policy or a copy of
lender's title policy or a printout of the electronic equivalent and all riders
thereto or, in the event such original title policy has not been received from
the insurer, any one of an original title binder, an original preliminary title
report or an original title commitment, or a copy thereof certified by the title
company, with the original policy of title insurance to be delivered within one
year of the Closing Date.

      In the event that in connection with any [Initial Mortgage
Loan][Subsequent Mortgage Loan] that is not a MERS Mortgage Loan the applicable
Seller cannot deliver the original recorded Mortgage or all interim recorded
assignments of the Mortgage satisfying the requirements of clause (ii), (iii) or
(iv), as applicable, the Trustee has received, in lieu thereof, a true and
complete copy of such Mortgage and/or such assignment or assignments of the
Mortgage, as applicable, each certified by the applicable Seller, the applicable
title company, escrow agent or attorney, or the originator of such [Initial
Mortgage Loan][Subsequent Mortgage Loan], as the case may be, to be a true and
complete copy of the original Mortgage or assignment of Mortgage submitted for
recording.

      Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
[Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii) the information set
forth in items (i), (iv), (v), (vi), (viii), (ix) and (xv) of the definition of
the "Mortgage Loan Schedule" in Section 1.01 of the Pooling and Servicing
Agreement accurately reflects information set forth in the Mortgage File.


                                     G-2-2

<PAGE>

      The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.



                                     G-2-3

<PAGE>



      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                   The Bank of New York,
                                       as Trustee



                                   By:______________________________
                                      Name:
                                      Title:



                                     G-2-4
<PAGE>




                                   EXHIBIT G-3

                      FORM OF DELAY DELIVERY CERTIFICATION

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]



                  Re:  CWABS Asset-Backed Certificates, Series 2006-4

Gentlemen:

      [Reference is made to the Initial Certification of Trustee relating to the
above-referenced series, with the schedule of exceptions attached thereto,
delivered by the undersigned, as Trustee, on the Closing Date in accordance with
Section 2.02 of the Pooling and Servicing Agreement dated as of February 1, 2006
(the "Pooling and Servicing Agreement") among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park
Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master
Servicer, and the undersigned, as Trustee.] The undersigned hereby certifies
that [, with respect to the Subsequent Mortgage Loans delivered in connection
with the Subsequent Transfer Agreement, dated as of __________ (the "Subsequent
Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller
and The Bank of New York, as Trustee,] as to each Delay Delivery Mortgage Loan
listed on the Schedule A attached hereto (other than any [Initial Mortgage
Loan][Subsequent Mortgage Loan] paid in full or listed on Schedule B attached
hereto) the Trustee has received:

      (1) the original Mortgage Note, endorsed by manual or facsimile signature
in blank in the following form: "Pay to the order of _______________ without
recourse", with all intervening endorsements that show a complete chain of
endorsement from the originator to the Person endorsing the Mortgage Note (each
such endorsement being sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note), or, if the original Mortgage Note has been lost or destroyed and
not replaced, an original lost note affidavit, stating that the original
Mortgage Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening endorsements;

      (2) in the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan]
that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage to
"Asset-Backed Certificates, Series 2006-4, CWABS, Inc., by The Bank of New York,
a New York banking corporation, as trustee under the Pooling and Servicing
Agreement dated as of February 1, 2006, without recourse" or a copy of such
assignment, with recording information, or, in the

                                     G-3-1

<PAGE>

case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] with respect to
property located in the State of California that is not a MERS Mortgage Loan, a
duly executed assignment of the Mortgage in blank (each such assignment, when
duly and validly completed, to be in recordable form and sufficient to effect
the assignment of and transfer to the assignee thereof, under the Mortgage to
which such assignment relates).

      Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

      The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any such
[Initial Mortgage Loan][Subsequent Mortgage Loan].

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                   The Bank of New York,
                                       as Trustee



                                   By:______________________________
                                      Name:
                                      Title:





                                     G-3-2
<PAGE>




                                   EXHIBIT G-4

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE
                           (SUBSEQUENT MORTGAGE LOANS)

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]


                  Re:  CWABS Asset-Backed Certificates, Series 2006-4

Gentlemen:

      In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of February 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned hereby certifies that, as to each Subsequent Mortgage Loan listed in
the Loan Number and Borrower Identification Mortgage Loan Schedule (other than
any Subsequent Mortgage Loan paid in full or listed in the attached list of
exceptions) the Trustee has received:

      (1) the original Mortgage Note, endorsed by manual or facsimile signature
in blank in the following form: "Pay to the order of _______________ without
recourse", with all intervening endorsements that show a complete chain of
endorsement from the originator to the Person endorsing the Mortgage Note (each
such endorsement being sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note), or, if the original Mortgage Note has been lost or destroyed and
not replaced, an original lost note affidavit, stating that the original
Mortgage Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening endorsements; and

      (2) a duly executed assignment of the Mortgage or a copy of such
assignment with recording information, in either case in the form permitted by
Section 2.01 of the Pooling and Servicing Agreement.

      Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

      The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of

                                     G-4-1
<PAGE>

the Subsequent Mortgage Loans identified on the Loan Number and Borrower
Identification Mortgage Loan Schedule or (ii) the collectibility, insurability,
effectiveness or suitability of any such Subsequent Mortgage Loan.

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                   The Bank of New York,
                                       as Trustee



                                   By:______________________________
                                      Name:
                                      Title:


                                     G-4-2
<PAGE>




                                    EXHIBIT H

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Master Servicer]

[Sellers]


                  Re:  CWABS Asset-Backed Certificates, Series 2006-4

Gentlemen:

      In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of February 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the Subsequent
Mortgage Loans delivered in connection with the Subsequent Transfer Agreement,
dated as of __________ (the "Subsequent Transfer Agreement") among CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee,] as
to each [Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] (other than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid
in full or listed on the attached Document Exception Report) the Trustee has
received:

      (i) the original Mortgage Note, endorsed by manual or facsimile signature
in blank in the following form: "Pay to the order of _________________ without
recourse", with all intervening endorsements that show a complete chain of
endorsement from the originator to the Person endorsing the Mortgage Note (each
such endorsement being sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note), or, if the original Mortgage Note has been lost or destroyed and
not replaced, an original lost note affidavit, stating that the original
Mortgage Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening endorsements;

      (ii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan]
that is not a MERS Mortgage Loan, the original recorded Mortgage or a copy of
such Mortgage, with recording information, and in the case of each [Initial
Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage Loan, the
original Mortgage or a copy of such Mortgage, with recording information, noting
the presence of the MIN of the [Initial Mortgage Loan][Subsequent Mortgage
Loan] and language indicating that the [Initial Mortgage Loan][Subsequent
Mortgage

                                      H-1
<PAGE>

Loan] is a MOM Loan if the [Initial Mortgage Loan][Subsequent Mortgage Loan]
is a MOM Loan, with evidence of recording indicated thereon, or a copy of the
Mortgage certified by the public recording office in which such Mortgage has
been recorded];

      (iii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 2006-4, CWABS, Inc., by The Bank
of New York, a New York banking corporation, as trustee under the Pooling and
Servicing Agreement dated as of February 1, 2006, without recourse" or a copy of
such assignment, with recording information, or, in the case of each [Initial
Mortgage Loan][Subsequent Mortgage Loan] with respect to property located in the
State of California that is not a MERS Mortgage Loan, a duly executed assignment
of the Mortgage in blank (each such assignment, when duly and validly completed,
to be in recordable form and sufficient to effect the assignment of and transfer
to the assignee thereof, under the Mortgage to which such assignment relates);

      (iv) the original recorded assignment or assignments of the Mortgage or a
copy of such assignments, with recording information, together with all interim
recorded assignments of such Mortgage or a copy of such assignments, with
recording information (in each case noting the presence of a MIN in the case of
each MERS Mortgage Loan);

      (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and

      (vi) the original or duplicate original lender's title policy or a copy of
lender's title policy or a printout of the electronic equivalent and all riders
thereto or any one of an original title binder, an original preliminary title
report or an original title commitment, or a copy thereof certified by the title
company.

      If the public recording office in which a Mortgage or assignment thereof
is recorded has retained the original of such Mortgage or assignment, the
Trustee has received, in lieu thereof, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be true
and complete by such recording office.

      Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
(viii), (ix) and (xv) of the definition of the "Mortgage Loan Schedule" in
Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

      The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any such
[Initial Mortgage Loan][Subsequent Mortgage Loan].


                                      H-2
<PAGE>



      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                   The Bank of New York,
                                       as Trustee



                                   By:______________________________
                                      Name:
                                      Title:



                                      H-3
<PAGE>




                                    EXHIBIT I

                TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF       )
               )  ss.:
COUNTY OF      )

      The undersigned, being first duly sworn, deposes and says as follows:

      1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated as
of February 1, 2006 (the "Agreement"), by and among CWABS, Inc., as depositor
(the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc.,
as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, and The Bank of New York, as Trustee. Capitalized terms
used, but not defined herein or in Exhibit 1 hereto, shall have the meanings
ascribed to such terms in the Agreement. The Transferee has authorized the
undersigned to make this affidavit on behalf of the Transferee.

      2. The Transferee is not an employee benefit plan that is subject to Title
I of ERISA or to Section 4975 of the Internal Revenue Code of 1986, nor is it
acting on behalf of or with plan assets of any such plan. The Transferee is, as
of the date hereof, and will be, as of the date of the Transfer, a Permitted
Transferee. The Transferee will endeavor to remain a Permitted Transferee for so
long as it retains its Ownership Interest in the Certificate. The Transferee is
acquiring its Ownership Interest in the Certificate for its own account.

      3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.

      4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this purpose, a
"pass-through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

                                      I-1

<PAGE>

      5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.

      6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to which
the Transfer is to be made is not a Permitted Transferee.

      7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Class A-R
Certificates.

      8. The Transferee's taxpayer identification number is _____.

      9. The Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

      10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax. In addition, as the
holder of a noneconomic residual interest, the Transferee may incur tax
liabilities in excess of any cash flows generated by the interest and the
Transferee hereby represents that it intends to pay taxes associated with
holding the residual interest as they become due.

      11. The Transferee has provided financial statements or other financial
information requested by the Transferor in connection with the transfer of the
Class A-R Certificates to permit the Transferor to assess the financial
capability of the Transferee to pay such taxes.

                                      * * *


                                      I-2
<PAGE>



      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ____ day of _____________, 20__.

                                     [NAME OF TRANSFEREE]


                                     By:___________________________
                                        Name:
                                        Title:


[Corporate Seal]

ATTEST:

-------------------------
[Assistant] Secretary

      Personally appeared before me the above-named _____________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ____________ of the Transferee, and acknowledged that he executed the
same as his free act and deed and the free act and deed of the Transferee.

      Subscribed and sworn before me this ____ day of _______, 20__.



                                                    ____________________________
                                                           NOTARY PUBLIC
                                                    My Commission expires the
                                                    ___ day of , 20__.


                                      I-3

<PAGE>



                               Certain Definitions

      "Ownership Interest": As to any Certificate, any ownership interest in
such Certificate, including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.

      "Permitted Transferee": Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any
Class A-R Certificate, (iv) rural electric and telephone cooperatives described
in Section 1381(a)(2)(C) of the Code, (v) an "electing large partnership" as
defined in Section 775 of the Code, (vi) a Person that is not a citizen or
resident of the United States, a corporation, partnership, or other entity
(treated as a corporation or a partnership for federal income tax purposes)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, or an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have authority to control all
substantial decisions of the trustor unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form
W-8ECI, and (vii) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Class A-R
Certificate to such Person may cause any REMIC formed hereunder to fail to
qualify as a REMIC at any time that any Certificates are Outstanding. The terms
"United States," "State" and "International Organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of the Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not selected by
such government unit.

      "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency or
political subdivision thereof.

      "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

      "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

                                      I-4

<PAGE>



                        Section 5.02(c) of the Agreement

      (c) Each Person who has or who acquires any Ownership Interest in a Class
A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

                  (1) Each Person holding or acquiring any Ownership Interest in
         a Class A-R Certificate shall be a Permitted Transferee and shall
         promptly notify the Trustee of any change or impending change in its
         status as a Permitted Transferee.

                  (2) Except in connection with (i) the registration of the Tax
         Matters Person Certificate in the name of the Trustee or (ii) any
         registration in the name of, or transfer of a Class A-R Certificate to,
         an affiliate of the Depositor (either directly or through a nominee) in
         connection with the initial issuance of the Certificates, no Ownership
         Interest in a Class A-R Certificate may be registered on the Closing
         Date or thereafter transferred, and the Trustee shall not register the
         Transfer of any Class A-R Certificate, unless the Trustee shall have
         been furnished with an affidavit (a "Transfer Affidavit") of the
         initial owner or the proposed transferee in the form attached hereto as
         Exhibit I.

                  (3) Each Person holding or acquiring any Ownership Interest in
         a Class A-R Certificate shall agree (A) to obtain a Transfer Affidavit
         from any other Person to whom such Person attempts to Transfer its
         Ownership Interest in a Class A-R Certificate, (B) to obtain a Transfer
         Affidavit from any Person for whom such Person is acting as nominee,
         trustee or agent in connection with any Transfer of a Class A-R
         Certificate and (C) not to Transfer its Ownership Interest in a Class
         A-R Certificate, or to cause the Transfer of an Ownership Interest in a
         Class A-R Certificate to any other Person, if it has actual knowledge
         that such Person is not a Permitted Transferee.

                  (4) Any attempted or purported Transfer of any Ownership
         Interest in a Class A-R Certificate in violation of the provisions of
         this Section 5.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of a Class A-R Certificate in violation of the
         provisions of this Section 5.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Class A-R
         Certificate. The Trustee shall be under no liability to any Person
         for any registration of Transfer of a Class A-R Certificate that is
         in fact not permitted by Section 5.02(b) and this Section 5.02(c) or
         for making any payments due on such Certificate to the Holder thereof
         or taking any other action with respect to such Holder under the
         provisions of this Agreement so long as the Transfer was registered
         after receipt of the related Transfer Affidavit and Transferor
         Certificate. The Trustee shall be entitled but not obligated to
         recover from any Holder of a Class A-R Certificate that was in fact
         not a Permitted Transferee at the time it became a Holder or, at such
         subsequent time as it became other than a Permitted Transferee, all
         payments made on such Class A-R Certificate at and after either such
         time. Any such payments so recovered by the Trustee shall be paid and
         delivered by the Trustee to the last preceding Permitted Transferee
         of such Certificate.

                                      I-5
<PAGE>

                  (5) The Master Servicer shall use its best efforts to make
         available, upon receipt of written request from the Trustee, all
         information necessary to compute any tax imposed under Section
         860E(e) of the Code as a result of a Transfer of an Ownership
         Interest in a Class A-R Certificate to any Holder who is not a
         Permitted Transferee.

      The restrictions on Transfers of a Class A-R Certificate set forth in this
Section 5.02(c) shall cease to apply (and the applicable portions of the legend
on a Class A-R Certificate may be deleted) with respect to Transfers occurring
after delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall not be an expense of the Trustee, the Sellers or the Master Servicer to
the effect that the elimination of such restrictions will not cause any
constituent REMIC of any REMIC formed hereunder to fail to qualify as a REMIC at
any time that the Certificates are outstanding or result in the imposition of
any tax on the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any ownership Interest in a Class A-R Certificate hereby
consents to any amendment of this Agreement that, based on an Opinion of Counsel
furnished to the Trustee, is reasonably necessary (a) to ensure that the record
ownership of, or any beneficial interest in, a Class A-R Certificate is not
transferred, directly or indirectly, to a Person that is not a Permitted
Transferee and (b) to provide for a means to compel the Transfer of a Class A-R
Certificate that is held by a Person that is not a Permitted Transferee to a
Holder that is a Permitted Transferee.


                                      I-6
<PAGE>




                                   EXHIBIT J-1

            FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


CWABS, Inc.
as Depositor
4500 Park Granada
Calabasas, California  91302

The Bank of New York
as Trustee
101 Barclay Street
New York, New York  10286


                  Re:  CWABS, Inc. Asset Backed
                       Certificates, Series 2006-4

Ladies and Gentlemen:

      In connection with our disposition of the Class A-R Certificates, we
certify that we have no knowledge that the Transferee is not a Permitted
Transferee. All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as of
February 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New
York, as Trustee.

                                     Very truly yours,



                                     _____________________________________
                                     Name of Transferor


                                     By: _________________________________
                                     Name:
                                     Title:



                                     J-1-1
<PAGE>




                                   EXHIBIT J-2

                       FORM OF TRANSFEROR CERTIFICATE FOR
                              PRIVATE CERTIFICATES

                                     Date:


CWABS, Inc.,
  as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286


           Re:  CWABS, Inc. Asset-Backed Certificates,
                Series 2006-4, Class [   ]


Ladies and Gentlemen:

      In connection with our disposition of the above-captioned Certificates we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act. All
capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of February 1,
2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a
Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
Home Loans Servicing LP, as Master Servicer, and The Bank of New York, as
Trustee.

                                     Very truly yours,



                                     _____________________________________
                                     Name of Transferor


                                     By: _________________________________
                                     Name:
                                     Title:



                                     J-2-1
<PAGE>




                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                      Date:


CWABS, Inc.,
  as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
  as Trustee
101 Barclay St., 8W
New York, New York  10286


           Re:  CWABS, Inc. Asset-Backed Certificates,
                Series 2006-4, Class [   ]


Ladies and Gentlemen:

      In connection with our acquisition of the above-captioned Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement, or using the assets of any such plan or arrangement to
effect such acquisition or (ii) if the Certificates have been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, (e) we are
acquiring the Certificates for investment for our own account and not with a
view to any distribution of such Certificates (but without prejudice to our
right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (g) below), (f) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any

                                      K-1
<PAGE>

Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement.

      All capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement dated as of
February 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New
York, as Trustee.

                                     Very truly yours,



                                     _____________________________________
                                     Name of Transferee


                                     By: _________________________________
                                         Authorized Officer

                                      K-2
<PAGE>




                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

                                      Date:


CWABS, Inc.,
  as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286


           Re:  CWABS, Inc. Asset-Backed Certificates,
                Series 2006-4, Class [   ]

Ladies and Gentlemen:

      In connection with our acquisition of the above-captioned Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement, or using the assets of any such plan or arrangement to
effect such acquisition or (ii) if the Certificates have been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, (e) we have
not, nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Certificates, any interest in the Certificates or any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Securities Act or that would render the disposition of the

                                      L-1

<PAGE>

Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
(f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, understand that such Certificates may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the Securities Act.

      All capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement dated as of
February 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New
York, as Trustee.

                                     Very truly yours,



                                     _____________________________________
                                     Name of Transferee


                                     By: _________________________________
                                         Authorized Officer


                                      L-2
<PAGE>



                              ANNEX 1 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties listed
in the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:

          As indicated below, the undersigned is the President, Chief Financial
            Officer, Senior Vice President or other executive officer of the
            Buyer.

          In connection with purchases by the Buyer, the Buyer is a "qualified
            institutional buyer" as that term is defined in Rule 144A under the
            Securities Act of 1933, as amended ("Rule 144A") because (i) the
            Buyer owned and/or invested on a discretionary basis either at least
            $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
            and/or invest on a discretionary basis at least $10,000,000 in
            securities (except for the excluded securities referred to below) as
            of the end of the Buyer's most recent fiscal year (such amount being
            calculated in accordance with Rule 144A and (ii) the Buyer satisfies
            the criteria in the category marked below.

            ___   Corporation, etc. The Buyer is a corporation (other than a
                  bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or
                  charitable organization described in Section 501(c)(3) of the
                  Internal Revenue Code of 1986, as amended.

            ___   Bank. The Buyer (a) is a national bank or banking institution
                  organized under the laws of any State, territory or the
                  District of Columbia, the business of which is substantially
                  confined to banking and is supervised by the State or
                  territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth of at least $25,000,000 as demonstrated in its
                  latest annual financial statements, a copy of which is
                  attached hereto.

            ___   Savings and Loan. The Buyer (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

            ___   Broker-dealer. The Buyer is a dealer registered pursuant to
                  Section 15 of the Securities Exchange Act of 1934.

            ___   Insurance Company. The Buyer is an insurance company whose
                  primary and predominant business activity is the writing of
                  insurance or the reinsuring of


                                      L-3

<PAGE>

                  risks underwritten by insurance companies and which is subject
                  to supervision by the insurance commissioner or a similar
                  official or agency of a State, territory or the District of
                  Columbia.

            ___   State or Local Plan. The Buyer is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Buyer is an employee benefit plan within the
                  meaning of Title I of the Employee Retirement Income Security
                  Act of 1974.

            ___   Investment Advisor. The Buyer is an investment advisor
                  registered under the Investment Advisors Act of 1940.

            ___   Small Business Investment Company. Buyer is a small business
                  investment company licensed by the U.S. Small Business
                  Administration under Section 301(c) or (d) of the Small
                  Business Investment Act of 1958.

            ___   Business Development Company. Buyer is a business development
                  company as defined in Section 202(a)(22) of the Investment
                  Advisors Act of 1940.

          The term "securities" as used herein does not include (i)
                  securities of issuers that are affiliated with the Buyer, (ii)
                  securities that are part of an unsold allotment to or
                  subscription by the Buyer, if the Buyer is a dealer, (iii)
                  securities issued or guaranteed by the U.S. or any
                  instrumentality thereof, (iv) bank deposit notes and
                  certificates of deposit, (v) loan participations, (vi)
                  repurchase agreements, (vii) securities owned but subject to a
                  repurchase agreement and (viii) currency, interest rate and
                  commodity swaps.

          For purposes of determining the aggregate amount of securities owned
              and/or invested on a discretionary basis by the Buyer, the Buyer
              used the cost of such securities to the Buyer and did not include
              any of the securities referred to in the preceding paragraph,
              except (i) where the Buyer reports its securities holdings in its
              financial statements on the basis of their market value, and (ii)
              no current information with respect to the cost of those
              securities has been published. If clause (ii) in the preceding
              sentence applies, the securities may be valued at market. Further,
              in determining such aggregate amount, the Buyer may have included
              securities owned by subsidiaries of the Buyer, but only if such
              subsidiaries are consolidated with the Buyer in its financial
              statements prepared in accordance with generally accepted
              accounting principles and if the investments of such subsidiaries
              are managed under the Buyer's direction. However, such securities
              were not included if the Buyer is a majority-owned, consolidated
              subsidiary of another enterprise and the Buyer is not itself a
              reporting company under the Securities Exchange Act of 1934, as
              amended.

          The Buyer acknowledges that it is familiar with Rule 144A and
              understands that the seller to it and other parties related to the
              Certificates are relying and will continue to rely on the
              statements made herein because one or more sales to the Buyer may
              be in reliance on Rule 144A.

                                      L-4

<PAGE>

          Until the date of purchase of the Rule 144A Securities, the Buyer will
              notify each of the parties to which this certification is made of
              any changes in the information and conclusions herein. Until such
              notice is given, the Buyer's purchase of the Certificates will
              constitute a reaffirmation of this certification as of the date of
              such purchase. In addition, if the Buyer is a bank or savings and
              loan is provided above, the Buyer agrees that it will furnish to
              such parties updated annual financial statements promptly after
              they become available.

                                          ______________________________
                                               Print Name of Buyer


                                          By:___________________________________
                                             Name:
                                             Title:


                                         Date:__________________________________


                                      L-5

<PAGE>



                                                            ANNEX 2 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties listed
in the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:

      1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

         In connection with purchases by Buyer, the Buyer is a "qualified
              institutional buyer" as defined in SEC Rule 144A because (i) the
              Buyer is an investment company registered under the Investment
              Company Act of 1940, as amended and (ii) as marked below, the
              Buyer alone, or the Buyer's Family of Investment Companies, owned
              at least $100,000,000 in securities (other than the excluded
              securities referred to below) as of the end of the Buyer's most
              recent fiscal year. For purposes of determining the amount of
              securities owned by the Buyer or the Buyer's Family of Investment
              Companies, the cost of such securities was used, except (i) where
              the Buyer or the Buyer's Family of Investment Companies reports
              its securities holdings in its financial statements on the basis
              of their market value, and (ii) no current information with
              respect to the cost of those securities has been published. If
              clause (ii) in the preceding sentence applies, the securities may
              be valued at market.

         ___    The Buyer owned $____ in securities (other than the excluded
                securities referred to below) as of the end of the Buyer's most
                recent fiscal year (such amount being calculated in accordance
                with Rule 144A).

         ___    The Buyer is part of a Family of Investment Companies which
                owned in the aggregate $____ in securities (other than the
                excluded securities referred to below) as of the end of the
                Buyer's most recent fiscal year (such amount being calculated
                in accordance with Rule 144A).

     The term "Family of Investment Companies" as used herein means two or more
         registered investment companies (or series thereof) that have the same
         investment adviser or investment advisers that are affiliated (by
         virtue of being majority owned subsidiaries of the same parent or
         because one investment adviser is a majority owned subsidiary of the
         other).

     The term "securities" as used herein does not include (i) securities of
         issuers that are affiliated with the Buyer or are part of the Buyer's
         Family of Investment Companies, (ii) securities issued or guaranteed by
         the U.S. or any instrumentality thereof, (iii) bank deposit notes and
         certificates of deposit, (iv) loan participations, (v) repurchase

                                       L-6

<PAGE>

         agreements, (vi) securities owned but subject to a repurchase agreement
         and (vii) currency, interest rate and commodity swaps.

     The Buyer is familiar with Rule 144A and under-stands that the parties
         listed in the Rule 144A Transferee Certificate to which this
         certification relates are relying and will continue to rely on the
         statements made herein because one or more sales to the Buyer will be
         in reliance on Rule 144A. In addition, the Buyer will only purchase for
         the Buyer's own account.

     Until the date of purchase of the Certificates, the undersigned will notify
         the parties listed in the Rule 144A Transferee Certificate to which
         this certification relates of any changes in the information and
         conclusions herein. Until such notice is given, the Buyer's purchase of
         the Certificates will constitute a reaffirmation of this certification
         by the undersigned as of the date of such purchase.

                                          ______________________________
                                               Print Name of Buyer


                                          By:___________________________________
                                             Name:
                                             Title:


                                         Date:__________________________________

                                         IF AN ADVISER:


                                          ______________________________
                                               Print Name of Buyer



                                         Date:__________________________________



                                      L-7
<PAGE>




                                    EXHIBIT M

                      FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

         Name of Mortgagor:                     ________________________________

         Master Servicer
         Loan No.:                              ________________________________

Trustee

         Name:                                  ________________________________

         Address:                               ________________________________

                                                ________________________________

         Trustee
         Mortgage File No.:                     ________________________________

      The undersigned Master Servicer hereby acknowledges that it has received
from _______________________________________, as Trustee for the Holders of
Asset-Backed Certificates, Series 2006-4, the documents referred to below (the
"Documents"). All capitalized terms not otherwise defined in this Request for
Document Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of February 1, 2006 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, and The Bank of New York, as Trustee.

( ) Mortgage Note dated ___________, ____, in the original principal sum of
    $________, made by __________________, payable to, or endorsed to the
    order of, the Trustee.

( ) Mortgage  recorded on  _________________  as instrument no.  ______________
    in the County  Recorder's Office of the  County of  ________________,  State
    of  _______________  in  book/reel/docket  _______________  of _____________
    official records at page/image _____________.

( ) Deed of Trust  recorded on  _________________  as  instrument  no.
    ________________  in the County Recorder's Office of the County of
    ________________,  State of _______________ in  book/reel/docket
    _______________ of official records at page/image _____________.

( ) Assignment  of Mortgage or Deed of Trust to the  Trustee,  recorded on
    _________________  as  instrument  no. __________  in the County  Recorder's
    Office of


                                      M-1

<PAGE>

    the County of  __________,  State of  _______________  in book/reel/docket
    _______________ of official records at page/image _____________.

( ) Other documents, including any amendments, assignments or other
    assumptions of the Mortgage Note or Mortgage.

( ) ________________________________________________

( ) ________________________________________________

( ) ________________________________________________

( ) ________________________________________________

    The undersigned Master Servicer hereby acknowledges and agrees as follows:

            (1) The Master Servicer shall hold and retain possession of the
      Documents in trust for the benefit of the Trust Fund, solely for the
      purposes provided in the Pooling and Servicing Agreement.

            (2) The Master Servicer shall not cause or knowingly permit the
      Documents to become subject to, or encumbered by, any claim, liens,
      security interest, charges, writs of attachment or other impositions nor
      shall the Master Servicer assert or seek to assert any claims or rights of
      setoff to or against the Documents or any proceeds thereof.

            (3) The Master Servicer shall return each and every Document
      previously requested from the Mortgage File to the Trustee when the need
      therefor no longer exists, unless the Mortgage Loan relating to the
      Documents has been liquidated and the proceeds thereof have been remitted
      to the Certificate Account and except as expressly provided in the Pooling
      and Servicing Agreement.

            (4) The Documents and any proceeds thereof, including any proceeds
      of proceeds, coming into the possession or control of the Master Servicer
      shall at all times be earmarked for the account of the Trust Fund, and the
      Master Servicer shall keep the Documents and any proceeds separate and
      distinct from all other property in the Master Servicer's possession,
      custody or control.

                                        [Master Servicer]


                                        By    _______________________________


                                        Its   _______________________________


                                        Date: _________________, ____



                                      M-2
<PAGE>




                                    EXHIBIT N

                        FORM OF REQUEST FOR FILE RELEASE

                     OFFICER'S CERTIFICATE AND TRUST RECEIPT
                           ASSET-BACKED CERTIFICATES,
                                  Series 2006-4

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE PURCHASE PRICE
FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE MORTGAGE LOANS HAVE BEEN
LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS] [LIQUIDATION PROCEEDS] HAVE
BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE POOLING AND SERVICING
AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN DELIVERED TO THE TRUSTEE IN
THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN
SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING AGREEMENT.]

LOAN NUMBER:_______________    BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

____________                            _____________________
                                        DATED:____________

/ /                                     VICE PRESIDENT
/ /                                     ASSISTANT VICE PRESIDENT


                                       N-1
<PAGE>

                                                                       Exhibit O

                            Exhibit O is a photocopy
                           of the Depository Agreement
                                  as delivered.

               [See appropriate documents delivered at closing.]




                                      O-1
<PAGE>




                                    EXHIBIT P

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

                  SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________,
200[_] (this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a New
York corporation, in its capacity as a seller under the Pooling and Servicing
Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware corporation,
in its capacity as a seller under the Pooling and Servicing Agreement ("Park
Monaco"), PARK SIENNA LLC, a Delaware limited liability company, in its capacity
as a seller under the Pooling and Servicing Agreement ("Park Sienna" and,
together with CHL and Park Monaco, the "Sellers") and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee");

                  WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the
Trustee and Countrywide Home Loans Servicing LP, as Master Servicer have entered
in the Pooling and Servicing Agreement, dated as of February 1, 2006 (the
"Pooling and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed
Certificates, Series 2006-4 (capitalized terms not otherwise defined herein are
used as defined in the Pooling and Servicing Agreement);

      WHEREAS, Section 2.01(b) of the Pooling and Servicing Agreement provides
for the parties hereto to enter into this Subsequent Transfer Agreement in
accordance with the terms and conditions of the Pooling and Servicing Agreement;

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and adequacy of which are hereby
acknowledged the parties hereto agree as follows:

      (a) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ________ __, 200[_].

      (b) The "Subsequent Transfer Date Purchase Amount" with respect to this
Subsequent Transfer Agreement shall be $_______________.

      (c) The Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date
shall be subject to the terms and conditions of the Pooling and Servicing
Agreement.

      (d) Annex I hereto sets forth a list of the Mortgage Loans which are Delay
Delivery Mortgage Loans.

      (e) In case any provision of this Subsequent Transfer Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions or obligations shall not in any way be affected or
impaired thereby.

      (f) In the event of any conflict between the provisions of this Subsequent
Transfer Agreement and the Pooling and Servicing Agreement, the provisions of
the Pooling and Servicing Agreement shall prevail.


                                      P-1
<PAGE>

      (g) This Subsequent Transfer Agreement shall be governed by, and shall be
construed and enforced in accordance with the laws of the State of New York.

      (h) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.


                                      P-2
<PAGE>



                  IN WITNESS WHEREOF, the parties to this Subsequent Transfer
Agreement have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.



                                       CWABS, INC.,
                                         as Depositor



                                       By:  __________________________________
                                            Name:
                                            Title:



                                       COUNTRYWIDE HOME LOANS, INC.,
                                          as a Seller



                                       By:  __________________________________
                                            Name:
                                            Title:



                                       PARK MONACO INC.,
                                          as a Seller



                                       By:  __________________________________
                                            Name:
                                            Title:



                                       PARK SIENNA LLC,
                                          as a Seller



                                       By:  __________________________________
                                            Name:
                                            Title:



                                      P-3

<PAGE>





                                       THE BANK OF NEW YORK,
                                          not in its individual capacity,
                                          but solely as Trustee



                                       By:  __________________________________
                                            Name:
                                            Title:




                                      P-4
<PAGE>





                                                                         Annex I

     Mortgage Loans for which All or a Portion of a Related Mortgage File is
    not Delivered to the Trustee on or prior to the Subsequent Transfer Date





                                      P-5
<PAGE>




                                    EXHIBIT Q

                                   [RESERVED]



                                      Q-1

<PAGE>




                                    EXHIBIT R

                                   [RESERVED]



                                      R-1

<PAGE>


                                   EXHIBIT S-1

                                   [RESERVED]






                                      S-1

<PAGE>




                                   EXHIBIT S-2

                                   [RESERVED]




                                      S-2



<PAGE>




                                    EXHIBIT T


                OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                           ASSET-BACKED CERTIFICATES,
                                  Series 2006-4

                                              [Date]

Via Facsimile

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York  10286


Dear Sir or Madam:

      Reference is made to the Pooling and Servicing Agreement, dated as of
February 1, 2006, (the "Pooling and Servicing Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, and The Bank of New York, as Trustee. Capitalized terms used
herein shall have the meanings ascribed to such terms in the Pooling and
Servicing Agreement.

      __________________ hereby certifies that he/she is a Servicing Officer,
holding the office set forth beneath his/her name and hereby further certifies
as follows:

      With respect to the Distribution Date in _________ 20[ ] and each Mortgage
Loan set forth in the attached schedule:

      1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;

      2. Any Prepayment Charge due under the terms of the Mortgage Note with
respect to such Principal Prepayment was or was not, as indicated on the
attached schedule using "Yes" or "No", received from the Mortgagor and deposited
in the Certificate Account;

      3. As to each Mortgage Loan set forth on the attached schedule for which
all or part of the Prepayment Charge required in connection with the Principal
Prepayment was waived by the Master Servicer, such waiver was, as indicated on
the attached schedule, based upon:

            (i) the Master Servicer's determination that such waiver would
      maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking
      into account the value of such Prepayment Charge, or


                                      T-1


<PAGE>

            (ii)(A) the enforceability thereof is limited (1) by bankruptcy,
      insolvency, moratorium, receivership, or other similar law relating to
      creditors' rights generally or (2) due to acceleration in connection with
      a foreclosure or other involuntary payment, or (B) the enforceability is
      otherwise limited or prohibited by applicable law; and

      4. We certify that all amounts due in connection with the waiver of a
Prepayment Charge inconsistent with clause 3 above which are required to be
deposited by the Master Servicer pursuant to Section 3.20 of the Pooling and
Servicing Agreement, have been or will be so deposited.

                                         COUNTRYWIDE HOME LOANS, INC.,
                                            as Master Servicer




                                         By:___________________________________
                                            Name:
                                            Title:


                                      T-2
<PAGE>



         SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED
                      DURING THE RELATED PREPAYMENT PERIOD

<TABLE>
<CAPTION>

---------------------------------------- -------------------------------------- --------------------------------------
Loan Number                              Clause 2:  Yes/No                      Clause 3:  (i) or (ii)
<S>                                                    <C>                           <C>
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------

-------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      T-3

<PAGE>




                                    EXHIBIT U

                              FORM OF SWAP CONTRACT

                      [See document delivered at closing.]


                                      U-1

<PAGE>




                                   EXHIBIT V-1

                   FORM OF SWAP CONTRACT ASSIGNMENT AGREEMENT

                      [See document delivered at closing.]



                                     V-1-1
<PAGE>




                                   EXHIBIT V-2

                 FORM OF SWAP CONTRACT ADMINISTRATION AGREEMENT

                      [See document delivered at closing.]



                                     V-2-1
<PAGE>




                                   EXHIBIT V-3

                             FORM OF SWAP GUARANTEE

                      [See document delivered at closing.]





                                     V-3-1
<PAGE>




                                    EXHIBIT W

                                MONTHLY STATEMENT

                             [On file with Trustee]




                                      W-1
<PAGE>





                                   EXHIBIT X-1

                        FORM OF PERFORMANCE CERTIFICATION
                                  (Subservicer)

                          (On file with the Trustee)







                                     X-1-1
<PAGE>





                                   EXHIBIT X-2

                        FORM OF PERFORMANCE CERTIFICATION
                                    (Trustee)

                          (On file with the Trustee)







                                     X-2-1
<PAGE>


                                    EXHIBIT Y

                                     FORM OF
                      SERVICING CRITERIA TO BE ADDRESSED IN
                       ASSESSMENT OF COMPLIANCE STATEMENT

      The assessment of compliance to be delivered by [the Master Servicer]
[Trustee] [Name of Subservicer] shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":
<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------ ----------------------
                                   Servicing Criteria                                      Applicable Servicing
                                                                                                 Criteria
------------------------------------------------------------------------------------------ ----------------------
<S>                                              <C>                                           <C>
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                                General Servicing Considerations
--------------------                                                                       ----------------------
1122(d)(1)(i)        Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in
                     accordance with the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(1)(ii)       If any material servicing activities are outsourced to
                     third parties, policies and procedures are instituted to
                     monitor the third party's performance and compliance with
                     such servicing activities.
--------------------                                                                       ----------------------
1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain
                     a back-up servicer for the mortgage loans are maintained.
--------------------                                                                       ----------------------
1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in
                     effect on the party participating in the servicing function
                     throughout the reporting period in the amount of coverage
                     required by and otherwise in accordance with the terms of
                     the transaction agreements.
--------------------                                                                       ----------------------
                               Cash Collection and Administration
--------------------                                                                       ----------------------
1122(d)(2)(i)        Payments on mortgage loans are deposited into the
                     appropriate custodial bank accounts and related bank
                     clearing accounts no more than two business days following
                     receipt, or such other number of days specified in the
                     transaction agreements.
--------------------                                                                       ----------------------
1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an
                     obligor or to an investor are made only by authorized
                     personnel.
--------------------                                                                       ----------------------
1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash
                     flows or distributions, and any interest or other fees
                     charged for such advances, are made, reviewed and approved
                     as specified in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(2)(iv)       The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g.,
                     with respect to commingling of cash) as set forth in the
                     transaction agreements.
--------------------                                                                       ----------------------
1122(d)(2)(v)        Each custodial account is maintained at a federally insured
                     depository institution as set forth in the transaction
                     agreements. For purposes of this criterion, "federally
                     insured depository institution" with respect to a foreign
                     financial institution means a foreign financial institution
                     that meets the requirements of Rule 13k-1(b)(1) of the
                     Securities Exchange Act.
--------------------                                                                       ----------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent
                     unauthorized access.

                                      Y-1


<PAGE>
------------------------------------------------------------------------------------------ ----------------------
                                   Servicing Criteria                                      Applicable Servicing
                                                                                                 Criteria
------------------------------------------------------------------------------------------ ----------------------
    Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------

--------------------                                                                       ----------------------
1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including
                     custodial accounts and related bank clearing accounts.
                     These reconciliations are (A) mathematically accurate; (B)
                     prepared within 30 calendar days after the bank statement
                     cutoff date, or such other number of days specified in the
                     transaction agreements; (C) reviewed and approved by
                     someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for
                     reconciling items. These reconciling items are resolved
                     within 90 calendar days of their original identification,
                     or such other number of days specified in the transaction
                     agreements.
--------------------                                                                       ----------------------
                                Investor Remittances and Reporting
--------------------                                                                       ----------------------
1122(d)(3)(i)        Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the
                     transaction agreements and applicable Commission
                     requirements. Specifically, such reports (A) are prepared
                     in accordance with timeframes and other terms set forth in
                     the transaction agreements; (B) provide information
                     calculated in accordance with the terms specified in the
                     transaction agreements; (C) are filed with the Commission
                     as required by its rules and regulations; and (D) agree
                     with investors' or the trustee's records as to the total
                     unpaid principal balance and number of mortgage loans
                     serviced by the Servicer.
--------------------                                                                       ----------------------
1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and other
                     terms set forth in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(3)(iii)      Disbursements made to an investor are posted within two
                     business days to the Servicer's investor records, or such
                     other number of days specified in the transaction
                     agreements.
--------------------                                                                       ----------------------
1122(d)(3)(iv)       Amounts remitted to investors per the investor reports
                     agree with cancelled checks, or other form of payment, or
                     custodial bank statements.
--------------------                                                                       ----------------------
                                   Pool Asset Administration
--------------------                                                                       ----------------------
1122(d)(4)(i)        Collateral or security on mortgage loans is maintained as
                     required by the transaction agreements or related mortgage
                     loan documents.
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as
1122(d)(4)(ii)       required by the transaction agreements
--------------------                                                                       ----------------------
1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool
                     are made, reviewed and approved in accordance with any
                     conditions or requirements in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in
                     accordance with the related mortgage loan documents are
                     posted to the Servicer's obligor records maintained no more
                     than two business days after receipt, or such other number
                     of days specified in the transaction agreements, and
                     allocated to principal, interest or other items (e.g.,
                     escrow) in accordance with the related mortgage loan
                     documents.
--------------------                                                                       ----------------------
1122(d)(4)(v)        The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
                     unpaid principal balance.
--------------------                                                                       ----------------------
1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's
                     mortgage loans (e.g., loan modifications or re-agings) are
                     made, reviewed and approved by authorized personnel in
                     accordance with the transaction agreements and related pool
                     asset documents.
--------------------                                                                       ----------------------
1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance
                     plans, modifications and deeds in lieu of foreclosure,
                     foreclosures and repossessions, as applicable) are
                     initiated, conducted and concluded in accordance with the
                     timeframes or other requirements established by the
                     transaction agreements.
--------------------                                                                       ----------------------

                                      Y-2

<PAGE>
------------------------------------------------------------------------------------------ ----------------------
                                   Servicing Criteria                                      Applicable Servicing
                                                                                                 Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------

1122(d)(4)(viii)     Records documenting collection efforts are maintained
                     during the period a mortgage loan is delinquent in
                     accordance with the transaction agreements. Such records
                     are maintained on at least a monthly basis, or such other
                     period specified in the transaction agreements, and
                     describe the entity's activities in monitoring delinquent
                     mortgage loans including, for example, phone calls, letters
                     and payment rescheduling plans in cases where delinquency
                     is deemed temporary (e.g., illness or unemployment).
--------------------                                                                       ----------------------
1122(d)(4)(ix)       Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
                     the related mortgage loan documents.
--------------------                                                                       ----------------------
1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as
                     escrow accounts): (A) such funds are analyzed, in
                     accordance with the obligor's mortgage loan documents, on
                     at least an annual basis, or such other period specified in
                     the transaction agreements; (B) interest on such funds is
                     paid, or credited, to obligors in accordance with
                     applicable mortgage loan documents and state laws; and (C)
                     such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or
                     such other number of days specified in the transaction
                     agreements.
--------------------                                                                       ----------------------
1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or
                     insurance payments) are made on or before the related
                     penalty or expiration dates, as indicated on the
                     appropriate bills or notices for such payments, provided
                     that such support has been received by the servicer at
                     least 30 calendar days prior to these dates, or such other
                     number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(4)(xii)      Any late payment penalties in connection with any payment
                     to be made on behalf of an obligor are paid from the
                     servicer's funds and not charged to the obligor, unless the
                     late payment was due to the obligor's error or omission.
--------------------                                                                       ----------------------
                     Disbursements made on behalf of an obligor are posted
                     within two business days to the obligor's records
                     maintained by the servicer, or such other number of days
                     specified in the transaction
1122(d)(4)(xiii)     agreements.
--------------------                                                                       ----------------------
1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
                     agreements.
--------------------                                                                       ----------------------
                     Any external enhancement or other support, identified in
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
                     is maintained
1122(d)(4)(xv)       as set forth in the transaction agreements.
--------------------                                                                       ----------------------
                     ---------------------------------------------------------------------

-------------------- --------------------------------------------------------------------- ----------------------
</TABLE>



                                     [NAME OF MASTER SERVICER] [NAME OF
                                     TRUSTEE] [NAME OF SUBSERVICER]


                                     Date:  _________________________



                                     By:  ________________________________
                                          Name:
                                          Title:


                                      Y-3

<PAGE>




                                    EXHIBIT Z


                       [FORM OF] LIST OF ITEM 1119 PARTIES


                           ASSET BACKED CERTIFICATES,
                                 Series 200_-__

                                                          [Date]
<TABLE>
<S>                                        <C>

---------------------------------------- -----------------------------------------------------------------------------
Party                                    Contact Information
---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------

---------------------------------------- -----------------------------------------------------------------------------
</TABLE>






                                      Z-1
<PAGE>




                                   EXHIBIT AA

                                     FORM OF
                          SARBANES-OXLEY CERTIFICATION
                          (Replacement Master Servicer)

                             (On file with Trustee)



                                      AA-1
<PAGE>




                                   SCHEDULE I

            PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


         [Delivered to Trustee at closing and on file with the Trustee.]



                                     S-I-1
<PAGE>




                                   SCHEDULE II

                               COLLATERAL SCHEDULE
<TABLE>
<CAPTION>

----------------------------------------------------------------- ----------------- ---------------- -----------------
Characteristic
                                                                  Applicable
                                                                  Section            Loan Group 1      Loan Group 2
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
<S>                                                                 <C>                   <C>              <C>
Single-Family Detached Dwellings                                    2.03(b)(32)         70.42%            70.41%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Two- to Four-Family Dwellings                                       2.03(b)(32)          5.99%            4.79%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Low-Rise Condominium Units                                          2.03(b)(32)          6.49%            4.90%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
High-Rise Condominium Units                                         2.03(b)(32)          0.56%            0.78%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Manufactured Housing                                                2.03(b)(32)          0.00%            0.09%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
PUDs                                                                2.03(b)(32)         16.55%            19.02%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Earliest Origination Date                                           2.03(b)(33)        8/1/1999         10/9/1998
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Prepayment Penalty                                                  2.03(b)(35)         84.14%            86.84%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Investor Properties                                                 2.03(b)(36)          3.28%            3.10%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Primary Residences                                                  2.03(b)(36)         95.69%            95.63%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Lowest Current Mortgage Rate                                        2.03(b)(48)         5.000%            5.000%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Highest Current Mortgage Rate                                       2.03(b)(48)         13.125%          15.046%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Weighted Average Current Mortgage Rate                              2.03(b)(48)         7.800%            7.588%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Lowest Gross Margin                                                 2.03(b)(51)         3.000%            2.750%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Highest Gross Margin                                                2.03(b)(51)         7.990%           10.630%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Weighted Average Gross Margin                                       2.03(b)(51)         6.286%            6.725%
----------------------------------------------------------------- ----------------- ---------------- -----------------
----------------------------------------------------------------- ----------------- ---------------- -----------------
Date on or before which each Initial Mortgage Loan has a
Due Date                                                            2.03(b)(52)        4/1/2006          3/1/2006
----------------------------------------------------------------- ----------------- ---------------- -----------------
</TABLE>

<TABLE>
<CAPTION>
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
 Adjustment Date                       Adjustable Rate Mortgage
                                           Loans (other than
                                       Two-Year, Three-Year and       Two-Year         Three-Year        Five-Year
                    Applicable         Five-Year Hybrid Mortgage       Hybrid       Hybrid Mortgage       Hybrid
                    Section                     Loans)             Mortgage Loans        Loans        Mortgage Loans
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
<S>                       <C>                    <C>                      <C>              <C>             <C>
   Latest Next
 Adjustment Date      2.03(b)(34)              8/1/2006               3/1/2008          2/1/2009         12/1/2010
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
</TABLE>



                                     S-II-1