Unassociated Document


    


     

    CWABS,
      INC.,

    Depositor

    


     

    COUNTRYWIDE
      HOME LOANS, INC.,

    Seller

     

     

    PARK
      MONACO INC.,

    Seller

     

     

    PARK
      SIENNA LLC,

    Seller

     

     

    PARK
      GRANADA LLC,

    Seller

     

     

    COUNTRYWIDE
      LFT LLC,

    Seller

     

     

    COUNTRYWIDE
      HOME LOANS SERVICING LP,

    Master
      Servicer

     

    and

     

    THE
      BANK
      OF NEW YORK,

    Trustee

     

    _____________________________________

    


     

    POOLING
      AND SERVICING AGREEMENT


     

    Dated
      as
      of March
      1,
      2006


     

    _____________________________________


     

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-BC1

     

    


     


    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Table
      of Contents

     

     

    ARTICLE
      I.

    DEFINITIONS

     

    Section
      1.01     Defined
      Terms.

    Section
      1.02     Certain
      Interpretive Provisions.

     

    ARTICLE
      II.

    CONVEYANCE
      OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

     

    Section
      2.01     Conveyance
      of Mortgage Loans.

    Section
      2.02     Acceptance
      by Trustee of the Mortgage Loans.

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

    Section
      2.04     Representations
      and Warranties of the Depositor.

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

    Section
      2.06     Authentication
      and Delivery of Certificates.

    Section
      2.07     Covenants
      of the Master Servicer.

     

    ARTICLE
      III.

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

     

    Section
      3.01     Master
      Servicer to Service Mortgage Loans.

    Section
      3.02     Subservicing;
      Enforcement of the Obligations of 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.

    Section
      3.04     Trustee
      to Act as Master Servicer.

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

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

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

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

    Section
      3.09     [Reserved].

    Section
      3.10     Maintenance
      of Hazard Insurance.

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

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

    Section
      3.13     Trustee
      to Cooperate; Release of Mortgage Files.

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

    Section
      3.15     Servicing
      Compensation.

    Section
      3.16     Access
      to
      Certain Documentation.

    Section
      3.17     Annual
      Statement as to Compliance.

    Section
      3.18     [Reserved].

    Section
      3.19     [Reserved].

    Section
      3.20     Prepayment
      Charges.

    Section
      3.21     Swap
      Contract.

     

    ARTICLE
      IV.

    DISTRIBUTIONS
      AND ADVANCES BY THE MASTER SERVICER

     

    Section
      4.01     Advances;
      Remittance Reports.

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

    Section
      4.03     [Reserved].

    Section
      4.04     Distributions.

    Section
      4.05     Monthly
      Statements to Certificateholders.

    Section
      4.06     [Reserved].

    Section
      4.07     Carryover
      Reserve Fund.

    Section
      4.08     [reserved].

    Section
      4.09     Swap
      Trust and Swap Account.

    Section
      4.10     Section
      4.10 Distributions on REMIC 1 and REMIC 2 Regular Interests.

    Section
      4.11     Allocation
      of Realized Losses to REMIC 1 and REMIC 2 Regular Interests.

    Section
      4.12     Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    ARTICLE
      V.

    THE
      CERTIFICATES

     

    Section
      5.01     The
      Certificates.

    Section
      5.02     Certificate
      Register; Registration of Transfer and Exchange of Certificates.

    Section
      5.03     Mutilated,
      Destroyed, Lost or Stolen Certificates.

    Section
      5.04     Persons
      Deemed Owners.

    Section
      5.05     Access
      to
      List of Certificateholders’ Names and Addresses.

    Section
      5.06     Book-Entry
      Certificates.

    Section
      5.07     Notices
      to Depository.

    Section
      5.08     Definitive
      Certificates.

    Section
      5.09     Maintenance
      of Office or Agency.

     

    ARTICLE
      VI.

    THE
      DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

     

    Section
      6.01     Respective
      Liabilities of the Depositor, the Master Servicer and the Sellers.

    Section
      6.02     Merger
      or
      Consolidation of the Depositor, the Master Servicer or the Sellers.

    Section
      6.03     Limitation
      on Liability of the Depositor, the Sellers, the Master Servicer, the NIM Insurer
      and Others.

    Section
      6.04     Limitation
      on Resignation of Master Servicer.

    Section
      6.05     Errors
      and Omissions Insurance; Fidelity Bonds.

     

    ARTICLE
      VII.

    DEFAULT;
      TERMINATION OF MASTER SERVICER

     

    Section
      7.01     Events
      of
      Default.

    Section
      7.02     Trustee
      to Act; Appointment of Successor.

    Section
      7.03     Notification
      to Certificateholders.

     

    ARTICLE
      VIII.

    CONCERNING
      THE TRUSTEE

     

    Section
      8.01     Duties
      of
      Trustee.

    Section
      8.02     Certain
      Matters Affecting the Trustee.

    Section
      8.03     Trustee
      Not Liable for Mortgage Loans.

    Section
      8.04     Trustee
      May Own Certificates.

    Section
      8.05     Master
      Servicer to Pay Trustee’s Fees and Expenses.

    Section
      8.06     Eligibility
      Requirements for Trustee.

    Section
      8.07     Resignation
      and Removal of Trustee.

    Section
      8.08     Successor
      Trustee.

    Section
      8.09     Merger
      or
      Consolidation of Trustee.

    Section
      8.10     Appointment
      of Co-Trustee or Separate Trustee.

    Section
      8.11     Tax
      Matters.

    Section
      8.12     [Reserved].

    Section
      8.13     Access
      to
      Records of the Trustee.

    Section
      8.14     Suits
      for
      Enforcement.

     

    ARTICLE
      IX.

    TERMINATION

     

    Section
      9.01     Termination
      upon Liquidation or Repurchase of all Mortgage Loans.

    Section
      9.02     Final
      Distribution on the Certificates.

    Section
      9.03     Additional
      Termination Requirements.

     

    ARTICLE
      X.

    MISCELLANEOUS
      PROVISIONS

     

    Section
      10.01   Amendment.

    Section
      10.02   Recordation
      of Agreement; Counterparts.

    Section
      10.03   Governing
      Law.

    Section
      10.04   Intention
      of Parties.

    Section
      10.05   Notices.

    Section
      10.06   Severability
      of Provisions.

    Section
      10.07   Assignment.

    Section
      10.08   Limitation
      on Rights of Certificateholders.

    Section
      10.09   Inspection
      and Audit Rights.

    Section
      10.10   Certificates
      Nonassessable and Fully Paid.

    Section
      10.11   Rights
      of
      NIM Insurer.

     

    ARTICLE
      XI.

    EXCHANGE
      ACT REPORTING

     

    Section
      11.01   Filing
      Obligations.

    Section
      11.02   Form
      10-D
      Filings.

    Section
      11.03   Form
      8-K
      Filings.

    Section
      11.04   Form
      10-K
      Filings.

    Section
      11.05   Sarbanes-Oxley
      Certification.

    Section
      11.06   Form
      15
      Filing.

    Section
      11.07   Report
      on
      Assessment of Compliance and Attestation.

    Section
      11.08   Use
      of
      Subservicers and Subcontractors.

    Section
      11.09   Amendments.

    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.

    


    Exhibits

     

    EXHIBIT
      A                                           Form
      of
      Class 1-A Certificate

    EXHIBIT
      A-1                               
Form
      of
      Class 1-A Certificate

    EXHIBIT
      A-2                               
Form
      of
      Class 2-A-1 Certificate

    EXHIBIT
      A-3                               
Form
      of
      Class 2-A-2 Certificate

    EXHIBIT
      A-4                               
Form
      of
      Class 2-A-3 Certificate

    EXHIBIT
      A-5                               
Form
      of
      Class 2-A-4 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

            


    

    
      	
              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

            	
              [reserved]

            


    

    
      	
              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

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

 

    POOLING
      AND SERVICING AGREEMENT, dated as of March 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 GRANADA
      LLC., a Delaware limited liability company, as a seller (“Park Granada” or a
“Seller”), COUNTRYWIDE LFT LLC, a Delaware limited liability company, as a
      seller (“Park Granada” or a “Seller”), PARK SIENNA LLC, a Delaware limited
      liability company, as a seller (“Park Sienna” or a “Seller”, and together with
      CHL, Park Granada, Countrywide LFT 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 intends to sell mortgage asset-backed pass-through certificates
      (collectively, the “Certificates”), to be issued hereunder in eighteen classes,
      which in the aggregate will evidence the entire beneficial ownership interest
      in
      the Mortgage Loans (as defined herein). 

     

     

    REMIC
      I

     

    As
      provided herein, the Trustee will make an election to treat the segregated
      pool
      of assets consisting of the Mortgage Loans and certain other related assets
      (exclusive of the Swap Contract, the Swap Trust, the Swap Account and the
      Carryover Reserve Fund) subject to this Agreement as a real estate mortgage
      investment conduit (a “REMIC”) for federal income tax purposes, and such
      segregated pool of assets will be designated as “REMIC 1.” The R-1-R Interest
      will represent the sole class of “residual interests” in REMIC 1 for purposes of
      the REMIC Provisions (as defined herein) under federal income tax law. The
      following table irrevocably sets forth the designation, REMIC 1 Remittance
      Rate
      and initial Uncertificated Principal Balance for each of the “regular interests”
in REMIC 1 (the “REMIC 1 Regular Interests”). The “latest possible maturity
      date” (determined for purposes of satisfying Treasury regulation Section
      1.860G-1(a)(4)(iii)) for each REMIC 1 Regular Interest shall be the 360th
      Distribution Date. None of the REMIC 1 Regular Interests will be
      certificated.

     

    
      	
              Designation

            	 	
              REMIC
                1

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Principal

              Balance

            	 	
              Latest
                Possible

              Maturity
                Date

            
	
              I

            	 	
              (1)

            	 	
              $

            	
              34,652,104.23
                

            	 	
              April
                2036

            
	
              I-1-A

            	 	
              (1)

            	 	
              $

            	
              869,266.95
                

            	 	
              April
                2036

            
	
              I-1-B

            	 	
              (1)

            	 	
              $

            	
              869,266.95
                

            	 	
              April
                2036

            
	
              I-2-A

            	 	
              (1)

            	 	
              $

            	
              936,737.48
                

            	 	
              April
                2036

            
	
              I-2-B

            	 	
              (1)

            	 	
              $

            	
              936,737.48
                

            	 	
              April
                2036

            
	
              I-3-A

            	 	
              (1)

            	 	
              $

            	
              1,002,377.52
                

            	 	
              April
                2036

            
	
              I-3-B

            	 	
              (1)

            	 	
              $

            	
              1,002,377.52
                

            	 	
              April
                2036

            
	
              I-4-A

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-4-B

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-5-A

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-5-B

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-6-A

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-6-B

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-7-A

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-7-B

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-8-A

            	 	
              (1)

            	 	
              $

            	
              63,816.17
                

            	 	
              April
                2036

            
	
              I-8-B

            	 	
              (1)

            	 	
              $

            	
              63,816.17
                

            	 	
              April
                2036

            
	
              I-9-A

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-9-B

            	 	
              (1)

            	 	
              $

            	
              63,816.02
                

            	 	
              April
                2036

            
	
              I-10-A

            	 	
              (1)

            	 	
              $

            	
              63,815.88
                

            	 	
              April
                2036

            
	
              I-10-B

            	 	
              (1)

            	 	
              $

            	
              63,815.88
                

            	 	
              April
                2036

            
	
              I-11-A

            	 	
              (1)

            	 	
              $

            	
              63,816.17
                

            	 	
              April
                2036

            
	
              I-11-B

            	 	
              (1)

            	 	
              $

            	
              63,816.17
                

            	 	
              April
                2036

            
	
              I-12-A

            	 	
              (1)

            	 	
              $

            	
              1,619,987.17
                

            	 	
              April
                2036

            
	
              I-12-B

            	 	
              (1)

            	 	
              $

            	
              1,619,987.17
                

            	 	
              April
                2036

            
	
              I-13-A

            	 	
              (1)

            	 	
              $

            	
              1,923,746.35
                

            	 	
              April
                2036

            
	
              I-13-B

            	 	
              (1)

            	 	
              $

            	
              1,923,746.35
                

            	 	
              April
                2036

            
	
              I-14-A

            	 	
              (1)

            	 	
              $

            	
              1,889,870.56
                

            	 	
              April
                2036

            
	
              I-14-B

            	 	
              (1)

            	 	
              $

            	
              1,889,870.56
                

            	 	
              April
                2036

            
	
              I-15-A

            	 	
              (1)

            	 	
              $

            	
              1,794,509.70
                

            	 	
              April
                2036

            
	
              I-15-B

            	 	
              (1)

            	 	
              $

            	
              1,794,509.70
                

            	 	
              April
                2036

            
	
              I-16-A

            	 	
              (1)

            	 	
              $

            	
              1,702,798.75
                

            	 	
              April
                2036

            
	
              I-16-B

            	 	
              (1)

            	 	
              $

            	
              1,702,798.75
                

            	 	
              April
                2036

            
	
              I-17-A

            	 	
              (1)

            	 	
              $

            	
              1,614,675.77
                

            	 	
              April
                2036

            
	
              I-17-B

            	 	
              (1)

            	 	
              $

            	
              1,614,675.77
                

            	 	
              April
                2036

            
	
              I-18-A

            	 	
              (1)

            	 	
              $

            	
              1,530,006.83
                

            	 	
              April
                2036

            
	
              I-18-B

            	 	
              (1)

            	 	
              $

            	
              1,530,006.83
                

            	 	
              April
                2036

            
	
              I-19-A

            	 	
              (1)

            	 	
              $

            	
              1,998,172.11
                

            	 	
              April
                2036

            
	
              I-19-B

            	 	
              (1)

            	 	
              $

            	
              1,998,172.11
                

            	 	
              April
                2036

            
	
              I-20-A

            	 	
              (1)

            	 	
              $

            	
              2,724,243.81
                

            	 	
              April
                2036

            
	
              I-20-B

            	 	
              (1)

            	 	
              $

            	
              2,724,243.81
                

            	 	
              April
                2036

            
	
              I-21-A

            	 	
              (1)

            	 	
              $

            	
              2,706,077.35
                

            	 	
              April
                2036

            
	
              I-21-B

            	 	
              (1)

            	 	
              $

            	
              2,706,077.35
                

            	 	
              April
                2036

            
	
              I-22-A

            	 	
              (1)

            	 	
              $

            	
              2,503,051.22
                

            	 	
              April
                2036

            
	
              I-22-B

            	 	
              (1)

            	 	
              $

            	
              2,503,051.22
                

            	 	
              April
                2036

            
	
              I-23-A

            	 	
              (1)

            	 	
              $

            	
              2,315,739.87
                

            	 	
              April
                2036

            
	
              I-23-B

            	 	
              (1)

            	 	
              $

            	
              2,315,739.87
                

            	 	
              April
                2036

            
	
              I-24-A

            	 	
              (1)

            	 	
              $

            	
              2,142,905.28
                

            	 	
              April
                2036

            
	
              I-24-B

            	 	
              (1)

            	 	
              $

            	
              2,142,905.28
                

            	 	
              April
                2036

            
	
              I-25-A

            	 	
              (1)

            	 	
              $

            	
              1,690,184.81
                

            	 	
              April
                2036

            
	
              I-25-B

            	 	
              (1)

            	 	
              $

            	
              1,690,184.81
                

            	 	
              April
                2036

            
	
              I-26-A

            	 	
              (1)

            	 	
              $

            	
              1,854,985.19
                

            	 	
              April
                2036

            
	
              I-26-B

            	 	
              (1)

            	 	
              $

            	
              1,854,985.19
                

            	 	
              April
                2036

            
	
              I-27-A

            	 	
              (1)

            	 	
              $

            	
              342,189.98
                

            	 	
              April
                2036

            
	
              I-27-B

            	 	
              (1)

            	 	
              $

            	
              342,189.98
                

            	 	
              April
                2036

            
	
              I-28-A

            	 	
              (1)

            	 	
              $

            	
              2,276,045.88
                

            	 	
              April
                2036

            
	
              I-28-B

            	 	
              (1)

            	 	
              $

            	
              2,276,045.88
                

            	 	
              April
                2036

            
	
              I-29-A

            	 	
              (1)

            	 	
              $

            	
              1,047,346.42
                

            	 	
              April
                2036

            
	
              I-29-B

            	 	
              (1)

            	 	
              $

            	
              1,047,346.42
                

            	 	
              April
                2036

            
	
              I-30-A

            	 	
              (1)

            	 	
              $

            	
              712,256.51
                

            	 	
              April
                2036

            
	
              I-30-B

            	 	
              (1)

            	 	
              $

            	
              712,256.51
                

            	 	
              April
                2036

            
	
              I-31-A

            	 	
              (1)

            	 	
              $

            	
              752,120.20
                

            	 	
              April
                2036

            
	
              I-31-B

            	 	
              (1)

            	 	
              $

            	
              752,120.20
                

            	 	
              April
                2036

            
	
              I-32-A

            	 	
              (1)

            	 	
              $

            	
              732,187.35
                

            	 	
              April
                2036

            
	
              I-32-B

            	 	
              (1)

            	 	
              $

            	
              732,187.35
                

            	 	
              April
                2036

            
	
              I-33-A

            	 	
              (1)

            	 	
              $

            	
              698,683.00
                

            	 	
              April
                2036

            
	
              I-33-B

            	 	
              (1)

            	 	
              $

            	
              698,683.00
                

            	 	
              April
                2036

            
	
              I-34-A

            	 	
              (1)

            	 	
              $

            	
              666,562.25
                

            	 	
              April
                2036

            
	
              I-34-B

            	 	
              (1)

            	 	
              $

            	
              666,562.25
                

            	 	
              April
                2036

            
	
              I-35-A

            	 	
              (1)

            	 	
              $

            	
              635,770.94
                

            	 	
              April
                2036

            
	
              I-35-B

            	 	
              (1)

            	 	
              $

            	
              635,770.94
                

            	 	
              April
                2036

            
	
              I-36-A

            	 	
              (1)

            	 	
              $

            	
              719,575.71
                

            	 	
              April
                2036

            
	
              I-36-B

            	 	
              (1)

            	 	
              $

            	
              719,575.71
                

            	 	
              April
                2036

            
	
              I-37-A

            	 	
              (1)

            	 	
              $

            	
              691,244.39
                

            	 	
              April
                2036

            
	
              I-37-B

            	 	
              (1)

            	 	
              $

            	
              691,244.39
                

            	 	
              April
                2036

            
	
              I-38-A

            	 	
              (1)

            	 	
              $

            	
              656,535.47
                

            	 	
              April
                2036

            
	
              I-38-B

            	 	
              (1)

            	 	
              $

            	
              656,535.47
                

            	 	
              April
                2036

            
	
              I-39-A

            	 	
              (1)

            	 	
              $

            	
              628,799.32
                

            	 	
              April
                2036

            
	
              I-39-B

            	 	
              (1)

            	 	
              $

            	
              628,799.32
                

            	 	
              April
                2036

            
	
              I-40-A

            	 	
              (1)

            	 	
              $

            	
              602,233.54
                

            	 	
              April
                2036

            
	
              I-40-B

            	 	
              (1)

            	 	
              $

            	
              602,233.54
                

            	 	
              April
                2036

            
	
              I-41-A

            	 	
              (1)

            	 	
              $

            	
              576,788.26
                

            	 	
              April
                2036

            
	
              I-41-B

            	 	
              (1)

            	 	
              $

            	
              576,788.26
                

            	 	
              April
                2036

            
	
              I-42-A

            	 	
              (1)

            	 	
              $

            	
              552,416.06
                

            	 	
              April
                2036

            
	
              I-42-B

            	 	
              (1)

            	 	
              $

            	
              552,416.06
                

            	 	
              April
                2036

            
	
              I-43-A

            	 	
              (1)

            	 	
              $

            	
              12,491,733.39
                

            	 	
              April
                2036

            
	
              I-43-B

            	 	
              (1)

            	 	
              $

            	
              12,491,733.39
                

            	 	
              April
                2036

            
	
              II

            	 	
              (1)

            	 	
              $

            	
              85,922,815.77
                

            	 	
              April
                2036

            
	
              II-1-A

            	 	
              (1)

            	 	
              $

            	
              2,155,506.05
                

            	 	
              April
                2036

            
	
              II-1-B

            	 	
              (1)

            	 	
              $

            	
              2,155,506.05
                

            	 	
              April
                2036

            
	
              II-2-A

            	 	
              (1)

            	 	
              $

            	
              2,322,811.52
                

            	 	
              April
                2036

            
	
              II-2-B

            	 	
              (1)

            	 	
              $

            	
              2,322,811.52
                

            	 	
              April
                2036

            
	
              II-3-A

            	 	
              (1)

            	 	
              $

            	
              2,485,577.98
                

            	 	
              April
                2036

            
	
              II-3-B

            	 	
              (1)

            	 	
              $

            	
              2,485,577.98
                

            	 	
              April
                2036

            
	
              II-4-A

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-4-B

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-5-A

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-5-B

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-6-A

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-6-B

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-7-A

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-7-B

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-8-A

            	 	
              (1)

            	 	
              $

            	
              158,243.83
                

            	 	
              April
                2036

            
	
              II-8-B

            	 	
              (1)

            	 	
              $

            	
              158,243.83
                

            	 	
              April
                2036

            
	
              II-9-A

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-9-B

            	 	
              (1)

            	 	
              $

            	
              158,243.48
                

            	 	
              April
                2036

            
	
              II-10-A

            	 	
              (1)

            	 	
              $

            	
              158,243.12
                

            	 	
              April
                2036

            
	
              II-10-B

            	 	
              (1)

            	 	
              $

            	
              158,243.12
                

            	 	
              April
                2036

            
	
              II-11-A

            	 	
              (1)

            	 	
              $

            	
              158,243.83
                

            	 	
              April
                2036

            
	
              II-11-B

            	 	
              (1)

            	 	
              $

            	
              158,243.83
                

            	 	
              April
                2036

            
	
              II-12-A

            	 	
              (1)

            	 	
              $

            	
              4,017,053.83
                

            	 	
              April
                2036

            
	
              II-12-B

            	 	
              (1)

            	 	
              $

            	
              4,017,053.83
                

            	 	
              April
                2036

            
	
              II-13-A

            	 	
              (1)

            	 	
              $

            	
              4,770,280.15
                

            	 	
              April
                2036

            
	
              II-13-B

            	 	
              (1)

            	 	
              $

            	
              4,770,280.15
                

            	 	
              April
                2036

            
	
              II-14-A

            	 	
              (1)

            	 	
              $

            	
              4,686,278.94
                

            	 	
              April
                2036

            
	
              II-14-B

            	 	
              (1)

            	 	
              $

            	
              4,686,278.94
                

            	 	
              April
                2036

            
	
              II-15-A

            	 	
              (1)

            	 	
              $

            	
              4,449,814.30
                

            	 	
              April
                2036

            
	
              II-15-B

            	 	
              (1)

            	 	
              $

            	
              4,449,814.30
                

            	 	
              April
                2036

            
	
              II-16-A

            	 	
              (1)

            	 	
              $

            	
              4,222,400.25
                

            	 	
              April
                2036

            
	
              II-16-B

            	 	
              (1)

            	 	
              $

            	
              4,222,400.25
                

            	 	
              April
                2036

            
	
              II-17-A

            	 	
              (1)

            	 	
              $

            	
              4,003,883.23
                

            	 	
              April
                2036

            
	
              II-17-B

            	 	
              (1)

            	 	
              $

            	
              4,003,883.23
                

            	 	
              April
                2036

            
	
              II-18-A

            	 	
              (1)

            	 	
              $

            	
              3,793,931.17
                

            	 	
              April
                2036

            
	
              II-18-B

            	 	
              (1)

            	 	
              $

            	
              3,793,931.17
                

            	 	
              April
                2036

            
	
              II-19-A

            	 	
              (1)

            	 	
              $

            	
              4,954,832.39
                

            	 	
              April
                2036

            
	
              II-19-B

            	 	
              (1)

            	 	
              $

            	
              4,954,832.39
                

            	 	
              April
                2036

            
	
              II-20-A

            	 	
              (1)

            	 	
              $

            	
              6,755,259.69
                

            	 	
              April
                2036

            
	
              II-20-B

            	 	
              (1)

            	 	
              $

            	
              6,755,259.69
                

            	 	
              April
                2036

            
	
              II-21-A

            	 	
              (1)

            	 	
              $

            	
              6,710,212.65
                

            	 	
              April
                2036

            
	
              II-21-B

            	 	
              (1)

            	 	
              $

            	
              6,710,212.65
                

            	 	
              April
                2036

            
	
              II-22-A

            	 	
              (1)

            	 	
              $

            	
              6,206,772.28
                

            	 	
              April
                2036

            
	
              II-22-B

            	 	
              (1)

            	 	
              $

            	
              6,206,772.28
                

            	 	
              April
                2036

            
	
              II-23-A

            	 	
              (1)

            	 	
              $

            	
              5,742,299.63
                

            	 	
              April
                2036

            
	
              II-23-B

            	 	
              (1)

            	 	
              $

            	
              5,742,299.63
                

            	 	
              April
                2036

            
	
              II-24-A

            	 	
              (1)

            	 	
              $

            	
              5,313,724.72
                

            	 	
              April
                2036

            
	
              II-24-B

            	 	
              (1)

            	 	
              $

            	
              5,313,724.72
                

            	 	
              April
                2036

            
	
              II-25-A

            	 	
              (1)

            	 	
              $

            	
              4,191,121.69
                

            	 	
              April
                2036

            
	
              II-25-B

            	 	
              (1)

            	 	
              $

            	
              4,191,121.69
                

            	 	
              April
                2036

            
	
              II-26-A

            	 	
              (1)

            	 	
              $

            	
              4,599,774.31
                

            	 	
              April
                2036

            
	
              II-26-B

            	 	
              (1)

            	 	
              $

            	
              4,599,774.31
                

            	 	
              April
                2036

            
	
              II-27-A

            	 	
              (1)

            	 	
              $

            	
              848,522.52
                

            	 	
              April
                2036

            
	
              II-27-B

            	 	
              (1)

            	 	
              $

            	
              848,522.52
                

            	 	
              April
                2036

            
	
              II-28-A

            	 	
              (1)

            	 	
              $

            	
              5,643,871.12
                

            	 	
              April
                2036

            
	
              II-28-B

            	 	
              (1)

            	 	
              $

            	
              5,643,871.12
                

            	 	
              April
                2036

            
	
              II-29-A

            	 	
              (1)

            	 	
              $

            	
              2,597,086.58
                

            	 	
              April
                2036

            
	
              II-29-B

            	 	
              (1)

            	 	
              $

            	
              2,597,086.58
                

            	 	
              April
                2036

            
	
              II-30-A

            	 	
              (1)

            	 	
              $

            	
              1,766,169.99
                

            	 	
              April
                2036

            
	
              II-30-B

            	 	
              (1)

            	 	
              $

            	
              1,766,169.99
                

            	 	
              April
                2036

            
	
              II-31-A

            	 	
              (1)

            	 	
              $

            	
              1,865,019.30
                

            	 	
              April
                2036

            
	
              II-31-B

            	 	
              (1)

            	 	
              $

            	
              1,865,019.30
                

            	 	
              April
                2036

            
	
              II-32-A

            	 	
              (1)

            	 	
              $

            	
              1,815,592.15
                

            	 	
              April
                2036

            
	
              II-32-B

            	 	
              (1)

            	 	
              $

            	
              1,815,592.15
                

            	 	
              April
                2036

            
	
              II-33-A

            	 	
              (1)

            	 	
              $

            	
              1,732,512.00
                

            	 	
              April
                2036

            
	
              II-33-B

            	 	
              (1)

            	 	
              $

            	
              1,732,512.00
                

            	 	
              April
                2036

            
	
              II-34-A

            	 	
              (1)

            	 	
              $

            	
              1,652,862.75
                

            	 	
              April
                2036

            
	
              II-34-B

            	 	
              (1)

            	 	
              $

            	
              1,652,862.75
                

            	 	
              April
                2036

            
	
              II-35-A

            	 	
              (1)

            	 	
              $

            	
              1,576,510.06
                

            	 	
              April
                2036

            
	
              II-35-B

            	 	
              (1)

            	 	
              $

            	
              1,576,510.06
                

            	 	
              April
                2036

            
	
              II-36-A

            	 	
              (1)

            	 	
              $

            	
              1,784,319.29
                

            	 	
              April
                2036

            
	
              II-36-B

            	 	
              (1)

            	 	
              $

            	
              1,784,319.29
                

            	 	
              April
                2036

            
	
              II-37-A

            	 	
              (1)

            	 	
              $

            	
              1,714,066.61
                

            	 	
              April
                2036

            
	
              II-37-B

            	 	
              (1)

            	 	
              $

            	
              1,714,066.61
                

            	 	
              April
                2036

            
	
              II-38-A

            	 	
              (1)

            	 	
              $

            	
              1,627,999.53
                

            	 	
              April
                2036

            
	
              II-38-B

            	 	
              (1)

            	 	
              $

            	
              1,627,999.53
                

            	 	
              April
                2036

            
	
              II-39-A

            	 	
              (1)

            	 	
              $

            	
              1,559,222.68
                

            	 	
              April
                2036

            
	
              II-39-B

            	 	
              (1)

            	 	
              $

            	
              1,559,222.68
                

            	 	
              April
                2036

            
	
              II-40-A

            	 	
              (1)

            	 	
              $

            	
              1,493,347.96
                

            	 	
              April
                2036

            
	
              II-40-B

            	 	
              (1)

            	 	
              $

            	
              1,493,347.96
                

            	 	
              April
                2036

            
	
              II-41-A

            	 	
              (1)

            	 	
              $

            	
              1,430,251.74
                

            	 	
              April
                2036

            
	
              II-41-B

            	 	
              (1)

            	 	
              $

            	
              1,430,251.74
                

            	 	
              April
                2036

            
	
              II-42-A

            	 	
              (1)

            	 	
              $

            	
              1,369,816.44
                

            	 	
              April
                2036

            
	
              II-42-B

            	 	
              (1)

            	 	
              $

            	
              1,369,816.44
                

            	 	
              April
                2036

            
	
              II-43-A

            	 	
              (1)

            	 	
              $

            	
              30,975,532.61
                

            	 	
              April
                2036

            
	
              II-43-B

            	 	
              (1)

            	 	
              $

            	
              30,975,532.61
                

            	 	
              April
                2036

            
	
              I-LT-P

            	 	
              (1)

            	 	
              $

            	
              100.00

            	 	
              April
                2036

            
	
              I-LT-AR

            	 	
              (1)

            	 	
              $

            	
              100.00

            	 	
              April
                2036

            


    

    ________________

    (1) Calculated
      in accordance with the definition of “REMIC 1 Remittance Rate”
herein.

    


    REMIC
      2

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as REMIC 2.
      The
      R-2-R Interest will represent the sole class of “residual interests” in REMIC 2
      for purposes of the REMIC Provisions under federal income tax law. The following
      table irrevocably sets forth the designation, REMIC 2 Remittance Rate, initial
      Uncertificated Principal Balance or each of the “regular interests” in REMIC 2
      (the “REMIC 2 Regular Interests”). The “latest possible maturity date”
(determined for purposes of satisfying Treasury regulation Section
      1.860G-1(a)(4)(iii)) for each REMIC 2 Regular Interest shall be the 360th
      Distribution Date. None of the REMIC 2 Regular Interests will be
      certificated.

     

    
      	
              Designation

            	
              REMIC
                2

              Remittance
                Rate

            	
              Uncertificated

              Principal
                Balance

            	
              Latest
                Possible

              Maturity
                Date

            
	
              LT-AA

            	
              (1)

            	
              257,250,000.00
                

            	
              April
                2036

            
	
              LT-1A

            	
              (1)

            	
              596,330.00
                

            	
              April
                2036

            
	
              LT-2A1

            	
              (1)

            	
              870,060.00
                

            	
              April
                2036

            
	
              LT-2A2

            	
              (1)

            	
              456,670.00
                

            	
              April
                2036

            
	
              LT-2A3

            	
              (1)

            	
              152,000.00
                

            	
              April
                2036

            
	
              LT-M1

            	
              (1)

            	
              95,810.00
                

            	
              April
                2036

            
	
              LT-M2

            	
              (1)

            	
              87,935.00
                

            	
              April
                2036

            
	
              LT-M3

            	
              (1)

            	
              53,810.00
                

            	
              April
                2036

            
	
              LT-M4

            	
              (1)

            	
              173,250.00
                

            	
              April
                2036

            
	
              LT-M5

            	
              (1)

            	
              30,185.00
                

            	
              April
                2036

            
	
              LT-M6

            	
              (1)

            	
              18,375.00
                

            	
              April
                2036

            
	
              LT-M7

            	
              (1)

            	
              18,375.00
                

            	
              April
                2036

            
	
              LT-M8

            	
              (1)

            	
              19,685.00
                

            	
              April
                2036

            
	
              LT-B

            	
              (1)

            	
              18,390.00
                

            	
              April
                2036

            
	
              LT-ZZ

            	
              (1)

            	
              2,659,125.00
                

            	
              April
                2036

            
	
              II-LT-P

            	
              (1)

            	
              100.00
                

            	
              April
                2036

            
	
              II-LT-AR

            	
              (1)

            	
              100.00
                

            	
              April
                2036

            
	
              LT-1SUB

            	
              (1)

            	
              3,160.92
                

            	
              April
                2036

            
	
              LT-1GRP

            	
              (1)

            	
              15,087.54
                

            	
              April
                2036

            
	
              LT-2SUB

            	
              (1)

            	
              7,837.72
                

            	
              April
                2036

            
	
              LT-2GRP

            	
              (1)

            	
              37,412.32
                

            	
              April
                2036

            
	
              LT-XX

            	
              (1)

            	
              262,436,501.49
                

            	
              April
                2036

            
	
              II-IO

            	
                    
                (1)

            	
                     
                (2)

            	
              April
                2036

            


    

    ________________________

    (1) Calculated
      as provided in the definition of “REMIC 2 Remittance Rate” herein.

    
      	
              (2)

            	
              REMIC
                2 Regular Interest II-IO will not have an Uncertificated Principal
                Balance, but will accrue interest on its Uncertificated Notional
                Amount.

            


    

    


    REMIC
      3

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as REMIC 3.
      The
      R-3-R Interest will represent the sole class of “residual interests” in REMIC 3
      for purposes of the REMIC Provisions under federal income tax law. The following
      table irrevocably sets forth the designation, Pass-Through Rate, aggregate
      Initial Certificate Principal Balance and Final Scheduled Distribution Date
      for
      each Class of Certificates comprising the interests representing “regular
      interests” in REMIC 3. The “latest possible maturity date” (determined for
      purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for
      each
      Class of REMIC 3 Regular Certificates shall be the 360th Distribution
      Date.

     

    
      	
              Designation

            	
              Pass-Through

              Rate

            	
              Aggregate
                Initial Certificate

              Principal
                Balance

            	
              Latest
                Possible

              Maturity
                Date

            
	
              Class
                1-A

            	
              (1)

            	
              $
                119,266,000.00 

            	
              April
                2036

            
	
              Class
                2-A-1

            	
              (1)

            	
              $
                174,012,000.00 

            	
              April
                2036

            
	
              Class
                2-A-2

            	
              (1)

            	
              $  
                91,334,000.00 

            	
              April
                2036

            
	
              Class
                2-A-3

            	
              (1)

            	
              $  
                30,400,000.00 

            	
              April
                2036

            
	
              Class
                M-1

            	
              (1)

            	
              $  
                19,162,000.00 

            	
              April
                2036

            
	
              Class
                M-2

            	
              (1)

            	
              $  
                17,587,000.00 

            	
              April
                2036

            
	
              Class
                M-3

            	
              (1)

            	
              $  
                10,762,000.00 

            	
              April
                2036

            
	
              Class
                M-4

            	
              (1)

            	
              $  
                34,650,000.00 

            	
              April
                2036

            
	
              Class
                M-5

            	
              (1)

            	
              $   
                 6,037,000.00 

            	
              April
                2036

            
	
              Class
                M-6

            	
              (1)
                

            	
              $   
                 3,675,000.00 

            	
              April
                2036

            
	
              Class
                M-7

            	
              (1)

            	
              $   
                 3,675,000.00 

            	
              April
                2036

            
	
              Class
                M-8

            	
              (1)

            	
              $   
                 3,937,000.00 

            	
              April
                2036

            
	
              Class
                B

            	
              (1)

            	
              $   
                 3,678,000.00 

            	
              April
                2036

            
	
              Class
                C

            	
              (2)

            	
              $   
                 6,825,000.00 

            	
              April
                2036

            
	
              Class
                P

            	
              (3)

            	
              $             
                 100.00 

            	
              April
                2036

            
	
              Class
                A-R

            	
              (4)

            	
              $             
                 100.00 

            	
              April
                2036

            
	
              Class
                Swap-IO Interest 

            	
              (5)

            	
              (5)

            	
              April
                2036

            


    

    _______________

    (1)           
      Interest
      will accrue at a rate equal to the Pass-Through Rate, as defined
      herein.

    
      	
              (2)

            	
              The
                Class C Certificates will accrue interest at its variable Pass-Through
                Rate on the Class C Notional Amount outstanding from time to time
                which shall equal the Uncertificated Principal Balance of the REMIC 2
                Regular Interests (other than REMIC I Regular Interest LT-P and REMIC
                I Regular Interest LT-R). The Class C Certificates will not accrue
                interest on their Certificate Principal Balance initially equal to
                $6,825,000.00.

            


    

    
      	
              (3)

            	
              The
                Class P Certificates will be not entitled to distributions of interest,
                but will be entitled to all Prepayment Charges distributed with respect
                REMIC 2 Regular Interest LT-P

            


    

    
      	
              (4)

            	
              The
                Class A-R Certificates represent the sole class of residual interests
                in
                each REMIC created hereunder. The Class A-R Certificates will not
                be
                entitled to distributions of
                interest.

            


    

    
      	
              (5)

            	
              The
                Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate
                Principal Balance, but will be entitled to 100% of amounts distributed
                on
                REMIC 2 Regular Interest II-IO.

            


    

    


    The
      foregoing REMIC structure is intended to cause all of the cash from the Mortgage
      Loans to flow through to REMIC 3 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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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:
      The
      Escrow Account, the Certificate Account, the Distribution 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; 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 single Loan Group with respect
      to its corresponding 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 of the Class 1-A, Class 2-A, Class M-1, Class
      M-2,
      Class M-3, Class M-4, Class M-5 and Class M-6 Certificates constitutes a Class
      of Book-Entry Certificates.

     

    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.

     

    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-BC1”. 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) at Countrywide Bank, N.A., which is an
      affiliate of the Master Servicer 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-BC1”. 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. As to any
      Class C Certificate and as of any Distribution Date, an amount equal to the
      excess, if any, of (i) the aggregate Stated
      Principal Balance of
      the
      Mortgage Loans over (ii) the aggregate Certificate Principal Balance of the
      Senior Certificates and Subordinate Certificates. 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 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 Certificate:
      Any
      Certificate designated as a “Class 1-A 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 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 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:
      For
      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:
      For 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 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. The Class A-R Certificates represent ownership of the R-1-R
      Interest, the R-2-R Interest and the R-3-R Interest.

     

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

     

    Class
      A Principal Distribution Target Amount:
      For any
      Distribution Date, the excess of (1) the aggregate Certificate Principal Balance
      of the Class A Certificates immediately prior to the Distribution Date, over
      (2)
      the lesser of (i) 58.10% of the aggregate Stated Principal Balance of the
      Mortgage Loans for the Distribution Date and (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans for the 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 Current Interest:
        For any
        Distribution Date, the interest accrued on the Class C Notional Amount during
        the related Accrual Period at the related Pass-Through Rate.

       

      Class
        C Notional Amount:
        The
        aggregate amount of the Uncertificated Principal Balance of the REMIC II
        Regular
        Interests other than REMIC II Regular Interest LT-P and REMIC II Regular
        Interest LT-R.

       

    

    Class
      IO Distribution Amount:
      As
      defined in Section 4.9 hereof. For purposes of clarity, the Class IO
      Distribution Amount for any Distribution Date shall equal the amount payable
      to
      the Swap Contract Administrator on such Distribution Date in excess of the
      amount payable on the Class SWAP-IO Interest on such Distribution Date, all
      as
      further provided in Section 4.9 hereof.

     

    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.

     

    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.

     

    Class
      P Notional Amount:
      Solely
      for purposes of the face of the Class P Certificates, an amount equal to
      $525,000,000.

     

    Class
      SWAP-IO Interest:
      An
      uncertificated interest in the Trust Fund evidencing a Regular Interest in
      REMIC
      3.

     

    Closing
      Date:
      March
      30, 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 FXCWL06BC1, with a trade date of March 30, 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.

     

    Corresponding
      Certificate:
      With
      respect to each REMIC 2 Regular Interest, as follows:

     

    
      	
              REMIC
                2 Regular Interest

            	
              Class

            
	
              REMIC
                2 Regular Interest LT-1A

            	
              1A

            
	
              REMIC
                2 Regular Interest LT-2A1

            	
              2-A-1

            
	
              REMIC
                2 Regular Interest LT-2A2

            	
              2-A-2

            
	
              REMIC
                2 Regular Interest LT-2A3

            	
              3-A-1

            
	
              REMIC
                2 Regular Interest LT-M1

            	
              M-1

            
	
              REMIC
                2 Regular Interest LT-M2

            	
              M-2

            
	
              REMIC
                2 Regular Interest LT-M3

            	
              M-3

            
	
              REMIC
                2 Regular Interest LT-M4

            	
              M-4

            
	
              REMIC
                2 Regular Interest LT-M5

            	
              M-5

            
	
              REMIC
                2 Regular Interest LT-M6

            	
              M-6

            
	
              REMIC
                2 Regular Interest LT-M7

            	
              M-7

            
	
              REMIC
                2 Regular Interest LT-M8

            	
              M-8

            
	
              REMIC
                2 Regular Interest LT-B

            	
              B

            
	
              REMIC
                2 Regular Interest LT-AR

            	
              A-R

            
	
              REMIC
                2 Regular Interest II-LTP

            	
              P

            


    

    


    Countrywide
      LFT:
      Countrywide LFT LLC, a Delaware limited liability company, and its successors
      and assigns.

     

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

     

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

     

    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:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              April
                2008 — March 2009

            	
              2.90%
                with respect to
                April 2008,
                plus an additional 1/12th of 3.65% for each month thereafter
                through
                March 2009

            
	
              April
                2009 — March 2010

            	
              3.75%
                with respect to April
                2009,
                plus an additional 1/12th of 1.25% for each month thereafter through
                March
                2010

            
	
              April
                2010 — March 2011

            	
              5.00%
                with respect to April
                2010,
                plus an additional 1/12th of 0.75% for each month thereafter through
                March
                2011

            
	
              April
                2011 — March 2012

            	
              5.75%
                with respect to April
                2011,
                plus an additional 1/12th of 0.50% for each month thereafter through
                March
                2012

            
	
              April
                2012 and thereafter

            	
              6.25%

            
	 	 


    

    


    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.

     

    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

            
	
              A

            	
              38.19%

            
	
              Class
                M-1

            	
              46.00%

            
	
              Class
                M-2

            	
              57.25%

            
	
              Class
                M-3

            	
              67.00%

            
	
              Class
                M-4

            	
              150.75%

            
	
              Class
                M-5

            	
              192.75%

            
	
              Class
                M-6

            	
              231.75%

            
	
              Class
                M-7

            	
              290.75%

            
	
              Class
                M-8

            	
              399.75%

            
	
              Class
                B

            	
              615.25%

            


    

    


     

    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 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-BC1”. 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 April 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.

     

    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 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 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, including in each
      case
      any Mortgage Loans delivered in replacement thereof.

     

    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 $125,000 and (y) May
      31,
      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
      $0.

     

    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
      $0.

     

    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 the average of the London interbank
      offered rates for six-month U.S. dollar deposits in the London market, as set
      forth in The
      Wall Street Journal,
      as most
      recently announced as of a date 45 days prior to such Adjustment Date or, if
      the
      Index ceases to be published in The
      Wall Street Journal
      or
      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) March 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 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,
      and
      solely for purposes of calculating the Marker Rate, REMIC
      2
      Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular
      Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2 Regular Interest
      LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC
      2
      Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest
      LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8 and REMIC
      2 Regular Interest LT-B,
      March
      28, 2006. With respect to any Accrual Period for the Interest-Bearing
      Certificates, and solely for purposes of calculating the Marker Rate, the REMIC
      2 Regular Interests listed in the previous sentence, 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 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.

     

    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 2:
      The
      Group 2 Mortgage Loans.

     

    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.

     

    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.

     

    Marker
      Rate:
      With
      respect to the Class C Certificates and any Distribution Date, a per annum
      rate
      equal to two (2) times the weighted average of the REMIC 2 Remittance Rate
      for
REMIC
      2
      Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular
      Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2 Regular Interest
      LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC
      2
      Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest
      LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC
      2
      Regular Interest LT-B and
      REMIC
      2 Regular Interest LT-ZZ, with the rate on each such REMIC 2 Regular Interest
      (other than REMIC 2 Regular Interest LT-ZZ) subject to the lesser of (i)
      One-Month LIBOR plus the related Margin and (ii) the related Net Rate Cap for
      the purpose of this calculation for such Distribution Date and with the rate
      on
      REMIC 2 Regular Interest LT-ZZ subject to a cap of zero for the purpose of
      this
      calculation; provided, however, that solely for this purpose, calculations
      of
      the REMIC 2 Remittance Rate and the related caps with respect to REMIC 2 Regular
      Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest
      LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2 Regular Interest LT-M1, REMIC
      2
      Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest
      LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC
      2
      Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8 and REMIC 2 Regular
      Interest LT-B shall be multiplied by a fraction, the numerator of which is
      the
      actual number of days in the Interest Accrual Period and the denominator of
      which is 30.

     

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

     

    
      	
              Class

            	
              Margin
                (1)

            	
              Margin
                (2)

            
	
              Class
                1-A

            	
              0.200%

            	
              0.400%

            
	
              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

            	
              0.650%

            	
              0.975%

            
	
              Class
                M-5

            	
              1.200%

            	
              1.800%

            
	
              Class
                M-6

            	
              1.300%

            	
              1.950%

            
	
              Class
                M-7

            	
              2.000%

            	
              3.000%

            
	
              Class
                M-8

            	
              2.000%

            	
              3.000%

            
	
              Class
                B

            	
              2.000%

            	
              3.000%

            


    

    


    
      	
              (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
      LT-ZZ Uncertificated Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      REMIC 2 Remittance Rate applicable to REMIC 2 Regular Interest LT-ZZ for such
      Distribution Date on a balance equal to the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest LT-ZZ minus the REMIC 2 Overcollateralization Amount,
      in each case for such Distribution Date, over (ii) the Uncertificated Interest
      on REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2
      Regular Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2 Regular
      Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3,
      REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular
      Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8
      and REMIC 2 Regular Interest LT-B for such Distribution Date, with the rate
      on
      each such REMIC 2 Regular Interest subject to a cap equal to the lesser of
      (i)
      One-Month LIBOR plus the related Certificate Margin and (ii) the related
      Pass-Through Rate; provided, however, that solely for this purpose, calculations
      of the REMIC 2 Remittance Rate and the related caps with respect to each such
      REMIC 2 Regular Interest (other than REMIC 2 Regular Interest LT-ZZ) shall
      be
      multiplied by a fraction, the numerator of which is the actual number of days
      in
      the Interest Accrual Period and the denominator of which is 30.

     

    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.

     

    MERS
      Mortgage Loan:
      Any
      Mortgage Loan registered with MERS on the MERS® System.

     

    MERS®
      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;

     

    (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)  	
              [reserved];

            


    

     

    
      	(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, a Park Granada Mortgage Loan, a Countrywide
                LFT
                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.

            


    

     

    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.


     

    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-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
      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 4.8225% 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.

     

    One-Year
      Hybrid Mortgage Loan:
      A
      Mortgage Loan having a Mortgage Rate that is fixed for 12 months after
      origination thereof before such Mortgage Rate becomes subject to
      adjustment.

     

    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 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 1.30% 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 2.60% 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
      Granada:
      Park
      Granada LLC, a Delaware limited liability company, and its successors and
      assigns.

     

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

     

    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.

     

    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.

     

    With
      respect to the Class C Interest and any Distribution Date, a rate per annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of (i) 100% of the interest on REMIC 2 Regular Interest LT-P and REMIC
      2
      Regular Interest LT-AR and (ii) interest on the Uncertificated Principal Balance
      of each REMIC 2 Regular Interest listed in clause (y) at a rate equal to the
      related REMIC 2 Remittance Rate minus the Marker Rate and the denominator of
      which is (y) the aggregate Uncertificated Principal Balance of REMIC 2 Regular
      Interest LT-AA, REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1,
      REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2
      Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest
      LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC
      2
      Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest
      LT-M8, REMIC 2 Regular Interest LT-B and REMIC 2 Regular Interest
      LT-ZZ.

     

    With
      respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not
      have
      a Pass-Through Rate, but interest for such Regular Interest and each
      Distribution Date shall be an amount equal to 100% of the amounts distributable
      to REMIC 2 Regular Interest II-IO for such 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;

     

    (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.

     

    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 §2510.3-101 or otherwise under ERISA) of
      such an employee benefit plan or plan.

     

    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 $0.

     

    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
      Certificateholders and designated “The Bank of New York, in trust for registered
      holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC1.” 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 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.

     

    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-BC1”. 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 27, 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 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.

     

    R-1-R
      Interest:
      The
      uncertificated Residual Interest in REMIC 1.

     

    R-2-R
      Interest:
      The
      uncertificated Residual Interest in REMIC 2.

     

    R-3-R
      Interest:
      The
      uncertificated Residual Interest in REMIC 3. 

     

    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, 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 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.
§§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.

     

    REMIC
      1:
      The
      segregated pool of assets described in the Preliminary Statement.

     

    REMIC
      1 Group I Regular Interests:
      REMIC 1
      Regular Interest I, REMIC 1 Regular Interest I-1-A through REMIC II Regular
      Interest I-43-B as designated in the Preliminary Statement hereto.

     

    REMIC
      1 Group II Regular Interests:
      REMIC 1
      Regular Interest II, REMIC 1 Regular Interest II-1-A through REMIC II Regular
      Interest II-43-B as designated in the Preliminary Statement hereto.

     

    REMIC
      1 Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC 1 issued
      hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular
      Interest shall accrue interest at the related REMIC 1 Remittance Rate in effect
      from time to time, and shall be entitled to distributions of principal, subject
      to the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto. The designations for the respective REMIC 1 Regular Interests are set
      forth in the Preliminary Statement hereto. The REMIC 1 Regular Interests consist
      of the REMIC 1 Group I Regular Interests and the REMIC 1 Group II Regular
      Interests.

     

    REMIC
      1 Remittance Rate:
      With
      respect to each REMIC 1 Group I Regular Interest ending with the designation
      “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the
      Group 1 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii)
      the
      Trustee Fee Rate, multiplied by 2, subject to a maximum rate of 10.140%. With
      respect to each REMIC 1 Group I Regular Interest ending with the designation
      “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
      multiplied by the weighted average of the Mortgage Rates of the Group 1 Mortgage
      Loans less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee Rate,
      over (ii) 10.140% and (y) 0.00%. With respect to each REMIC 1 Group II Regular
      Interest ending with the designation “A”, a per annum rate equal to the weighted
      average of the Mortgage Rates of the Group 2 Mortgage Loans less the sum of
      (i)
      the Servicing Fee Rate and (ii) the Trustee Fee Rate, multiplied by 2, subject
      to a maximum rate of 10.140%. With respect to each REMIC 1 Group II Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average of
      the
      Mortgage Rates of the Group 2 Mortgage Loans less the sum of (i) the Servicing
      Fee Rate and (ii) the Servicing Fee Rate over (ii) 10.140% and (y) 0.00%. With
      respect to REMIC 1 Regular Interest I, the weighted average of the Mortgage
      Rates of the Group 1 Mortgage Loans. With respect to REMIC 1 Regular Interest
      II, the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans.
      

     

    REMIC
      2:
      The
      segregated pool of assets described in the Preliminary Statement.

     

    REMIC
      2 Interest Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount (subject to adjustment based on
      the
      actual number of days elapsed in the respective Interest Accrual Periods for
      the
      indicated Regular Interests for such Distribution Date) equal to (a) the product
      of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans
      and
      REO Properties then outstanding and (ii) the REMIC 2 Remittance Rate for REMIC
      2
      Regular Interest LT-AA minus the Marker Rate, divided by (b) 12.

     

    REMIC
      2 Marker Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-1A,
      REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2
      Regular Interest LT-2A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular
      Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4,
      REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular
      Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-B,
      REMIC 2 Regular Interest LT-ZZ and REMIC 2 Regular Interest LT-P.

     

    REMIC
      2 Overcollateralization Target Amount:
      0.50%
      of the Overcollateralization Target Amount.

     

    REMIC
      2 Overcollateralized Amount:
      With
      respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
      Principal Balance of the REMIC 2 Regular Interests minus (ii) the aggregate
      Uncertificated Balance of REMIC 2 Regular Interest LT-1A, REMIC 2 Regular
      Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest
      LT-2A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC
      2
      Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest
      LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC
      2
      Regular Interest LT-M8, REMIC 2 Regular Interest LT-B, REMIC 2 Regular Interest
      LT-AR and REMIC 2 Regular Interest LT-P in each case as of such date of
      determination.

     

    REMIC
      2 Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to the product of (i) 50%
      of
      the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then outstanding and (ii) one minus a fraction, the numerator of which is two
      times the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest
      LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC
      2
      Regular Interest LT-2A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular
      Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4,
      REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular
      Interest LT-M7, REMIC 2 Regular Interest LT-M8 and REMIC 2 Regular Interest
      LT-B, and the denominator of which is the aggregate Uncertificated Principal
      Balance of REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1,
      REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2
      Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest
      LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC
      2
      Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest
      LT-M8, REMIC 2 Regular Interest LT-B and REMIC 2 Regular Interest
      LT-ZZ.

     

    REMIC
      2 Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC 2 issued
      hereunder and designated as a “regular interest” in REMIC 2. Each REMIC 2
      Regular Interest shall accrue interest at the related REMIC 2 Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal
      (other than REMIC 2 Regular Interest II-IO), subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto. The following is a list of each
      of the REMIC III Regular Interests: REMIC 2 Regular Interest LT-AA, REMIC 2
      Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular
      Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2 Regular Interest
      LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC
      2
      Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest
      LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC
      2
      Regular Interest LT-B, REMIC 2 Regular Interest LT-ZZ, REMIC 2 Regular Interest
      LT-P, REMIC 2 Regular Interest LT-AR, REMIC 2 Regular Interest LT-XX, REMIC
      2
      Regular Interest LT-1SUB, REMIC 2 Regular Interest LT-1GRP, REMIC 2 Regular
      Interest LT-2SUB, REMIC 2 Regular Interest LT-2GRP and REMIC 2 Regular Interest
      II-IO.

     

    REMIC
      2 Remittance Rate:
      With
      respect to REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-1A,
      REMIC
      2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular
      Interest LT-2A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2,
      REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular
      Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7,
      REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-ZZ, REMIC 2 Regular
      Interest LT-P, REMIC 2 Regular Interest LT-1SUB, REMIC 2 Regular Interest
      LT-2SUB and REMIC 2 Regular Interest LT-XX, a per annum rate (but not less
      than
      zero) equal to the weighted average of: (x) with respect to REMIC 1 Regular
      Interest I, REMIC 2 Regular Interest II and each REMIC 1 Regular Interest ending
      with the designation “B”, the weighted average of the REMIC 1 Remittance Rates
      for such REMIC 1 Regular Interests, weighted on the basis of the Uncertificated
      Principal Balances of such REMIC 1 Regular Interests for each such Distribution
      Date and (y) with respect to REMIC 1 Regular Interests ending with the
      designation “A”, for each Distribution Date listed below, the weighted average
      of the rates listed below for each such REMIC 1 Regular Interest listed below,
      weighted on the basis of the Uncertificated Principal Balances of each such
      REMIC 1 Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	
              2

            	
              I-2-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-2-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A

            	
              REMIC
                II Remittance Rate

            
	
              3

            	
              I-3-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-3-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                and II-2-A

            	
              REMIC
                II Remittance Rate

            
	
              4

            	
              I-4-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-4-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-3-A

            	
              REMIC
                II Remittance Rate

            
	
              5

            	
              I-5-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-5-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-4-A

            	
              REMIC
                II Remittance Rate

            
	
              6

            	
              I-6-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-6-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-5-A

            	
              REMIC
                II Remittance Rate

            
	
              7

            	
              I-7-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-7-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-6-A

            	
              REMIC
                II Remittance Rate

            
	
              8

            	
              I-8-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-8-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-7-A

            	
              REMIC
                II Remittance Rate

            
	
              9

            	
              I-9-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-9-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-8-A

            	
              REMIC
                II Remittance Rate

            
	
              10

            	
              I-10-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-10-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-9-A

            	
              REMIC
                II Remittance Rate

            
	
              11

            	
              I-11-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-11-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-10-A

            	
              REMIC
                II Remittance Rate

            
	
              12

            	
              I-12-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-12-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-11-A

            	
              REMIC
                II Remittance Rate

            
	
              13

            	
              I-13-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-13-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-12-A

            	
              REMIC
                II Remittance Rate

            
	
              14

            	
              I-14-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-14-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-13-A

            	
              REMIC
                II Remittance Rate

            
	
              15

            	
              I-15-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-15-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-14-A

            	
              REMIC
                II Remittance Rate

            
	
              16

            	
              I-16-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-16-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-15-A

            	
              REMIC
                II Remittance Rate

            
	
              17

            	
              I-17-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-17-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-16-A

            	
              REMIC
                II Remittance Rate

            
	
              18

            	
              I-18-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-18-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-17-A

            	
              REMIC
                II Remittance Rate

            
	
              19

            	
              I-19-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-19-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-18-A

            	
              REMIC
                II Remittance Rate

            
	
              20

            	
              I-20-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-20-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-19-A

            	
              REMIC
                II Remittance Rate

            
	
              21

            	
              I-21-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-21-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-20-A

            	
              REMIC
                II Remittance Rate

            
	
              22

            	
              I-22-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-22-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                II Remittance Rate

            
	
              23

            	
              I-23-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-23-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-22-A

            	
              REMIC
                II Remittance Rate

            
	
              24

            	
              I-24-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-24-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-23-A

            	
              REMIC
                II Remittance Rate

            
	
              25

            	
              I-25-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-25-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-24-A

            	
              REMIC
                II Remittance Rate

            
	
              26

            	
              I-26-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-26-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-25-A

            	
              REMIC
                II Remittance Rate

            
	
              27

            	
              I-27-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-27-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-26-A

            	
              REMIC
                II Remittance Rate

            
	
              28

            	
              I-28-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-28-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-27-A

            	
              REMIC
                II Remittance Rate

            
	
              29

            	
              I-29-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-29-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-28-A

            	
              REMIC
                II Remittance Rate

            
	
              30

            	
              I-30-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-30-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-29-A

            	
              REMIC
                II Remittance Rate

            
	
              31

            	
              I-31-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-31-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-30-A

            	
              REMIC
                II Remittance Rate

            
	
              32

            	
              I-32-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-32-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-31-A

            	
              REMIC
                II Remittance Rate

            
	
              33

            	
              I-33-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-33-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-32-A

            	
              REMIC
                II Remittance Rate

            
	
              34

            	
              I-34-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-34-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-33-A

            	
              REMIC
                II Remittance Rate

            
	
              35

            	
              I-35-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-35-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-34-A

            	
              REMIC
                II Remittance Rate

            
	
              36

            	
              I-36-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-36-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-35-A

            	
              REMIC
                II Remittance Rate

            
	
              37

            	
              I-37-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-37-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-36-A

            	
              REMIC
                II Remittance Rate

            
	
              38

            	
              I-38-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-38-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-37-A

            	
              REMIC
                II Remittance Rate

            
	
              39

            	
              I-39-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-39-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-38-A

            	
              REMIC
                II Remittance Rate

            
	
              40

            	
              I-40-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-40-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                II Remittance Rate

            
	
              41

            	
              I-41-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-41-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-40-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-40-A

            	
              REMIC
                II Remittance Rate

            
	
              42

            	
              I-42-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-42-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-41-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-41-A

            	
              REMIC
                II Remittance Rate

            
	
              43

            	
              I-43-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-43-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-42-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-42-A

            	
              REMIC
                II Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-43-A

            	
              REMIC
                II Remittance Rate

            
	 	
              II-1-A
                through II-43-A

            	
              REMIC
                II Remittance Rate

            


    

    


    With
      respect to REMIC 2 Regular Interest LT-1GRP, a per annum rate (but not less
      than
      zero) equal to the weighted average of (x) with respect to REMIC 1 Regular
      Interest I and REMIC 1 Group I Regular Interests ending with the designation
      “B”, the weighted average of the REMIC 1 Remittance Rates for such REMIC 1
      Regular Interests, weighted on the basis of the Uncertificated Principal
      Balances of each such REMIC 1 Regular Interest for each such Distribution Date
      and (y) with respect to REMIC 1 Group I Regular Interests ending with the
      designation “A”, for each Distribution Date listed below, the weighted average
      of the rates listed below for such REMIC 1 Regular Interests listed below,
      weighted on the basis of the Uncertificated Principal Balances of each such
      REMIC 1 Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	 	 
	
              2

            	
              I-2-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              3

            	
              I-3-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              4

            	
              I-4-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              5

            	
              I-5-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              6

            	
              I-6-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              7

            	
              I-7-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              8

            	
              I-8-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              9

            	
              I-9-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              10

            	
              I-10-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              11

            	
              I-11-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              12

            	
              I-12-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              13

            	
              I-13-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              14

            	
              I-14-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              15

            	
              I-15-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              16

            	
              I-16-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              17

            	
              I-17-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              18

            	
              I-18-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              19

            	
              I-19-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              20

            	
              I-20-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              21

            	
              I-21-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              22

            	
              I-22-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              23

            	
              I-23-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              24

            	
              I-24-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              25

            	
              I-25-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              26

            	
              I-26-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              27

            	
              I-27-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              28

            	
              I-28-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              29

            	
              I-29-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              30

            	
              I-30-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              31

            	
              I-31-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              32

            	
              I-32-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              33

            	
              I-33-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              34

            	
              I-34-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              35

            	
              I-35-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              36

            	
              I-36-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              37

            	
              I-37-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              38

            	
              I-38-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              39

            	
              I-39-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              40

            	
              I-40-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              41

            	
              I-41-A
                through I-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-40-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              42

            	
              I-42-A
                and I-43-A 

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-41-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              43

            	
              I-43-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              I-1-A
                through I-42-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              thereafter

            	
              I-1-A
                through I-43-A

            	
              REMIC
                II Remittance Rate

            


    

    


    With
      respect to REMIC 2 Regular Interest LT-2GRP, a per annum rate (but not less
      than
      zero) equal to the weighted average of (x) with respect to REMIC 1 Regular
      Interest II and REMIC 1 Group II Regular Interests ending with the designation
      “B”, the weighted average of the REMIC 1 Remittance Rates for such REMIC 1
      Regular Interests, weighted on the basis of the Uncertificated Principal
      Balances of each such REMIC 1 Regular Interest for each such Distribution Date
      and (y) with respect to REMIC 1 Group II Regular Interests ending with the
      designation “A”, for each Distribution Date listed below, the weighted average
      of the rates listed below for such REMIC 1 Regular Interests listed below,
      weighted on the basis of the Uncertificated Principal Balances of each such
      REMIC 1 Regular Interest for each such Distribution Date:

     

    


    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1

            	
              II-1-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	 	 
	
              2

            	
              II-2-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              3

            	
              II-3-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                and II-2-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              4

            	
              II-4-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-3-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              5

            	
              II-5-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-4-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              6

            	
              II-6-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-5-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              7

            	
              II-7-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-6-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              8

            	
              II-8-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-7-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              9

            	
              II-9-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-8-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              10

            	
              II-10-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-9-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              11

            	
              II-11-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-10-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              12

            	
              II-12-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-11-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              13

            	
              II-13-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-12-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              14

            	
              II-14-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-13-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              15

            	
              II-15-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-14-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              16

            	
              II-16-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-15-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              17

            	
              II-17-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-16-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              18

            	
              II-18-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-17-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              19

            	
              II-19-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-18-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              20

            	
              II-20-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-19-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              21

            	
              II-21-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-20-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              22

            	
              II-22-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              23

            	
              II-23-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-22-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              24

            	
              II-24-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-23-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              25

            	
              II-25-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-24-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              26

            	
              II-26-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-25-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              27

            	
              II-27-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-26-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              28

            	
              II-28-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-27-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              29

            	
              II-29-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-28-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              30

            	
              II-30-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-29-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              31

            	
              II-31-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-30-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              32

            	
              II-32-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-31-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              33

            	
              II-33-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-32-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              34

            	
              II-34-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-33-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              35

            	
              II-35-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-34-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              36

            	
              II-36-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-35-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              37

            	
              II-37-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-36-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              38

            	
              II-38-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-37-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              39

            	
              II-39-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-38-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              40

            	
              II-40-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              41

            	
              II-41-A
                through II-43-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-40-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              42

            	
              II-42-A
                through II-43-A 

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-41-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              43

            	
              II-43-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
                Rate

            
	 	
              II-1-A
                through II-42-A

            	
              REMIC
                II Remittance Rate

            
	 	 	 
	
              thereafter

            	
              II-1-A
                through II-43-A

            	
              REMIC
                II Remittance Rate

            


    

    


    With
      respect to REMIC 2 Regular Interest II-IO, and (i) the first Distribution Date
      through the 43rd
      Distribution Date, the excess of (x) the weighted average of the Uncertificated
      REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests including the
      designation “A”, over (y) 2 multiplied by Swap LIBOR and (1) thereafter,
      0.00%.

     

    REMIC
      2 Subordinate Allocation Percentage:
      50% of
      any amount payable from or loss attributable to the Mortgage Loans, which shall
      be allocated to REMIC 2 Regular Interest LT-1SUB, REMIC 2 Regular Interest
      LT-1GRP, REMIC 2 Regular Interest LT-2SUB, REMIC 2 Regular Interest LT-2GRP
      and
      REMIC 2 Regular Interest LT-XX.

     

    REMIC
      2 Subordinated Balance Ratio:
      The
      ratio among the Uncertificated Principal Balances of each REMIC 2 Regular
      Interest ending with the designation “SUB,” equal to the ratio between, with
      respect to each such REMIC 2 Regular Interest, the excess of (x) the aggregate
      Stated Principal Balance of the Mortgage Loans in the related Loan Group over
      (y) the current Certificate Principal Balance of Class A Certificates in the
      related Loan Group.

     

    REMIC
      3:
      The
      segregated pool of assets consisting of all of the REMIC 2 Regular Interests
      conveyed in trust to the Trustee, for the benefit of the Holders of the LIBOR
      Certificates, the Class SWAP-IO Interest, the Class P Certificate and the Class
      AR Certificate (in respect of the R-3-R Interest), pursuant to Article
      II hereunder,
      and all amounts deposited therein, with respect to which a separate REMIC
      election is to be made.

     

    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 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; 

     

    (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(g).

     

    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.

     

    Residual
      Interest:
      The
      sole class of “residual interests” in a REMIC within the meaning of Section
      860G(a)(2) of the Code.

     

    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 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,
      Park Granada, in its capacity as seller of the Park Granada Mortgage Loans
      to
      the Depositor, Countrywide LFT, in its capacity as seller of the Countrywide
      LFT
      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 April 2006, May 2006 and June 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 (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 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.

     

    Startup
      Date:
      The
      Closing Date is hereby designated as the “startup day” of the Trust Fund within
      the meaning of Section 860G(a)(9) of the Code.

     

    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 April 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 58.10% of the aggregate Stated
      Principal Balance of the Mortgage Loans for such Distribution Date.


     

    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

            	
              34.60%

            
	
              Class
                M-2

            	
              27.90%

            
	
              Class
                M-3

            	
              23.80%

            
	
              Class
                M-4

            	
              10.60%

            
	
              Class
                M-5

            	
              8.30%

            
	
              Class
                M-6

            	
              6.90%

            
	
              Class
                M-7

            	
              5.50%

            
	
              Class
                M-8

            	
              4.00%

            
	
              Class
                B

            	
              2.60%

            


    

    


     

    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 A
      Principal Distribution Target 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
      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.

     

    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.

     

    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(g).

     

    Substitution
      Amount:
      With
      respect to any Mortgage Loan substituted pursuant to Section 2.03(g), 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.

     

    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:
      Bear
      Stearns Financial Products, Inc. and its successors.

     

    Swap
      Contract Termination Date:
      The
      Distribution Date in October 2009.

     

    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
      LIBOR:
      A per annum rate equal to the floating rate payable by the Swap Counterparty
      to
      the Swap Contract Administrator under the Swap Contract.

     

    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 § 1.860F-4(d) and Treasury regulation § 301.6231(a)(7)-1. Initially,
      this person shall be the Trustee.

     

    Tax
      Matters Person Certificate:
      With
      respect to the REMIC 1, REMIC 2 and REMIC 3, 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.

     

    Transaction
      Documents:
      This
      Agreement, the Swap Contract, the Swap Contract Administration Agreement 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 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.

     

    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.

     

    Uncertificated
      Principal Balance:
      The
      amount of any REMIC Regular Interest (other than REMIC 2 Regular Interest II-IO)
      outstanding as of any date of determination. As of the Closing Date, the
      Uncertificated Principal Balance of each REMIC Regular Interest (other than
      REMIC 2 Regular Interest II-IO) shall equal the amount set forth in the
      Preliminary Statement hereto as its initial uncertificated balance. On each
      Distribution Date, the Uncertificated Principal Balance of each REMIC Regular
      Interest (other than REMIC 2 Regular Interest II-IO) shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 4.10 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 4.11. The Uncertificated Principal Balance of
      REMIC 2 Regular Interest LT-ZZ shall be increased by interest deferrals as
      provided in Section 4.10. The Uncertificated Principal Balance of each REMIC
      Regular Interest shall never be less than zero. 

     

    Uncertificated
      Interest:
      With
      respect to any REMIC Regular Interest for any Distribution Date, one month’s
      interest at the REMIC Remittance Rate applicable to such REMIC Regular Interest
      for such Distribution Date, accrued on the Uncertificated Principal Balance
      or
      Uncertificated Notional Amount thereof immediately prior to such Distribution
      Date. Uncertificated Interest in respect of any REMIC Regular Interest shall
      accrue on the basis of a 360-day year consisting of twelve 30-day months.
      Uncertificated Interest with respect to each Distribution Date, as to any REMIC
      Regular Interest, shall be reduced by an amount equal to the sum of the
      aggregate Prepayment Interest Shortfall, if any, for such Distribution Date
      to
      the extent not covered by payments of Compensating Interest pursuant to Section
      3.05(b), if any, allocated, in each case, to such REMIC Regular Interest
      pursuant to Section 4.10. In addition, Uncertificated Interest with respect
      to
      each Distribution Date, as to any REMIC Regular Interest shall be reduced by
      Realized Losses, if any, allocated to such REMIC Regular Interest pursuant
      to
      Section 4.11.

     

    Uncertificated
      Notional Amount:
      With
      respect to REMIC 2 Regular Interest II-IO and each Distribution Date listed
      below, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
      Interests ending with the designation “A” listed below:

     

    
      	
              Distribution

              Date

            	
              REMIC
                II Regular Interests

            
	
              1

            	
              I-1-A
                through I-43-A and II-1-A through II-43-A 

            
	
              2

            	
              I-2-A
                through I-43-A and II-2-A through II-43-A 

            
	
              3

            	
              I-3-A
                through I-43-A and II-3-A through II-43-A 

            
	
              4

            	
              I-4-A
                through I-43-A and II-4-A through II-43-A 

            
	
              5

            	
              I-5-A
                through I-43-A and II-5-A through II-43-A 

            
	
              6

            	
              I-6-A
                through I-43-A and II-6-A through II-43-A 

            
	
              7

            	
              I-7-A
                through I-43-A and II-7-A through II-43-A 

            
	
              8

            	
              I-8-A
                through I-43-A and II-8-A through II-43-A 

            
	
              9

            	
              I-9-A
                through I-43-A and II-9-A through II-43-A 

            
	
              10

            	
              I-10-A
                through I-43-A and II-10-A through II-43-A 

            
	
              11

            	
              I-11-A
                through I-43-A and II-11-A through II-43-A

            
	
              12

            	
              I-12-A
                through I-43-A and II-12-A through II-43-A 

            
	
              13

            	
              I-13-A
                through I-43-A and II-13-A through II-43-A 

            
	
              14

            	
              I-14-A
                through I-43-A and II-14-A through II-43-A

            
	
              15

            	
              I-15-A
                through I-43-A and II-15-A through II-43-A 

            
	
              16

            	
              I-16-A
                through I-43-A and II-16-A through II-43-A 

            
	
              17

            	
              I-17-A
                through I-43-A and II-17-A through II-43-A 

            
	
              18

            	
              I-18-A
                through I-43-A and II-18-A through II-43-A 

            
	
              19

            	
              I-19-A
                through I-43-A and II-19-A through II-43-A 

            
	
              20

            	
              I-20-A
                through I-43-A and II-20-A through II-43-A 

            
	
              21

            	
              I-21-A
                through I-43-A and II-21-A through II-43-A 

            
	
              22

            	
              I-22-A
                through I-43-A and II-22-A through II-43-A

            
	
              23

            	
              I-23-A
                through I-43-A and II-23-A through II-43-A

            
	
              24

            	
              I-24-A
                through I-43-A and II-24-A through II-43-A 

            
	
              25

            	
              I-25-A
                through I-43-A and II-25-A through II-43-A 

            
	
              26

            	
              I-26-A
                through I-43-A and II-26-A through II-43-A 

            
	
              27

            	
              I-27-A
                through I-43-A and II-27-A through II-43-A

            
	
              28

            	
              I-28-A
                through I-43-A and II-28-A through II-43-A 

            
	
              29

            	
              I-29-A
                through I-43-A and II-29-A through II-43-A 

            
	
              30

            	
              I-30-A
                through I-43-A and II-30-A through II-43-A 

            
	
              31

            	
              I-31-A
                through I-43-A and II-31-A through II-43-A 

            
	
              32

            	
              I-32-A
                through I-43-A and II-32-A through II-43-A 

            
	
              33

            	
              I-33-A
                through I-43-A and II-33-A through II-43-A 

            
	
              34

            	
              I-34-A
                through I-43-A and II-34-A through II-43-A 

            
	
              35

            	
              I-35-A
                through I-43-A and II-35-A through II-43-A

            
	
              36

            	
              I-36-A
                through I-43-A and II-36-A through II-43-A 

            
	
              37

            	
              I-37-A
                through I-43-A and II-37-A through II-43-A 

            
	
              38

            	
              I-38-A
                through I-43-A and II-38-A through II-43-A

            
	
              39

            	
              I-39-A
                through I-43-A and II-39-A through II-43-A 

            
	
              40

            	
              I-40-A
                through I-43-A and II-40-A through II-43-A 

            
	
              41

            	
              I-41-A
                through I-43-A and II-41-A through II-43-A 

            
	
              42

            	
              I-42-A
                and I-43-A and II-42-A and II-43-A

            
	
              43

            	
              I-43-A
                and II-43-A 

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC 2 Regular Interest
      II-IO.

     

    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.

     

    Underwriter:
      Countrywide Securities Corporation.

     

    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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

     

    (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 Underwriter 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(g) 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;

     

    (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

            	 	 	 
	
              Characteristic

            	 	
              Value

            	
              Permitted

              Variance
                or

              Range

            
	
              Average
                Stated Principal Balance

            	
              $178,148

            	
              10%

            
	
              Weighted
                Average Mortgage Rate

            	
              7.150%

            	
              0.10%

            
	
              Weighted
                Average Original Loan-to-Value Ratio

            	
              81.15%

            	
              3%

            
	
              Weighted
                Average Remaining Term to Maturity

            	
              352
                months

            	
              3
                months

            
	
              Weighted
                Average Credit Bureau Risk Score

            	
              613

            	
              5
                points

            
	 	 	 


    

    


     

    
      	
              Loan
                Group 2

            	 	 	 
	
              Characteristic

            	 	
              Value

            	
              Permitted

              Variance
                or

              Range

            
	
              Average
                Stated Principal Balance

            	
              $190,648

            	
              10%

            
	
              Weighted
                Average Mortgage Rate

            	
              7.281%

            	
              0.10%

            
	
              Weighted
                Average Original Loan-to-Value Ratio

            	
              76.36%

            	
              3%

            
	
              Weighted
                Average Remaining Term to Maturity

            	
              352
                months

            	
              3
                months

            
	
              Weighted
                Average Credit Bureau Risk Score

            	
              617

            	
              5
                points

            
	 	 	 


    

    (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 Underwriter 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).

     

    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;

     

    (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-BC1,
      CWABS, Inc., by The Bank of New York, a New York banking corporation, as trustee
      under the Pooling and Servicing Agreement dated as of March 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® 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.

     

    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 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) 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 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);

     

    (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® 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 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 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 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® 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. 

     

    
      	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 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 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.

     

    (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.

     

    (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 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.

     

    (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
      One-Year Hybrid Mortgage Loan, 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 One-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 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.

     

    (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.

     

    (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
§
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. § 433 nor is any Mortgage Loan a
“mortgage” as defined in 15 U.S.C. § 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 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.

     

    (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® Glossary which is now Version 5.6(d), 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 Internal Revenue Code of 1986 (as amended) (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.
      Each Mortgage Loan is a “qualified mortgage” under Section 860G(a)(3) of the
      Code.

     

    (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:

     

    (A)  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;


     

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

     

    (C)  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;

     

    (D)  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; 

     

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

     

    (F)  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);

     

    (G)  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);

     

    (H)  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.);

     

    (I)  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.
§§
58-21A-1 et seq.);

     

    (J)  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.);

     

    (K)  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); 

     

    (L)  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);

     

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

     

    (N)  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;

     

    (O)  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;

     

    (P)  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
      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;

     

    (Q)  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;

     

    (R)  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;

     

    (S)  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

     

    (T)  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: 

     

    (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.

     

    (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, 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.

     

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

     

    (1) Park
      Granada 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
      Granada in any state in which a Mortgaged Property securing a Park Granada
      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 Granada Mortgage Loan, to sell the Park Granada 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
      Granada has the full company power and authority to sell each Park Granada
      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 Granada 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 Granada, enforceable against Park Granada 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 Granada, the sale of the Park Granada Mortgage Loans by Park Granada
      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 Granada 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 Granada 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 Granada 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
      Granada of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over Park Granada; and Park Granada 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 Granada’s ability to
      perform or meet any of its obligations under this Agreement.

     

    (4) No
      litigation is pending or, to the best of Park Granada’s knowledge, threatened,
      against Park Granada that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or any Subsequent Transfer
      Agreement or the ability of Park Granada to sell the Park Granada 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 Granada
      of,
      or compliance by Park Granada 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 Granada has
      obtained the same.

     

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

     

    (7) Immediately
      prior to the assignment of each Park Granada Mortgage Loan to the Depositor,
      Park Granada had good title to, and was the sole owner of, such the Park Granada
      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.

     

    (f)  Countrywide
      LFT hereby represents and warrants to the Depositor and the Trustee as follows,
      as of the Cut-off Date: 

     

    (1) Countrywide
      LFT 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
      Countrywide LFT in any state in which a Mortgaged Property securing a
      Countrywide LFT 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 Countrywide LFT Mortgage Loan, to sell the
      Countrywide LFT 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) Countrywide
      LFT has the full company power and authority to sell each Countrywide LFT
      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 Countrywide LFT 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 Countrywide LFT, enforceable against Countrywide LFT
      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 Countrywide LFT, the sale of the Countrywide LFT Mortgage Loans by
      Countrywide LFT 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 Countrywide LFT 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 Countrywide LFT 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 Countrywide LFT is a party or by which it
      may
      be bound, or (C) constitute a material violation of any statute, order or
      regulation applicable to Countrywide LFT of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over Countrywide
      LFT; and Countrywide LFT 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 Countrywide LFT’s ability to perform or meet any of its
      obligations under this Agreement.

     

    (4) No
      litigation is pending or, to the best of Countrywide LFT’s knowledge,
      threatened, against Countrywide LFT that would materially and adversely affect
      the execution, delivery or enforceability of this Agreement or any Subsequent
      Transfer Agreement or the ability of Countrywide LFT to sell the Countrywide
      LFT
      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 Countrywide
      LFT
      of, or compliance by Countrywide LFT 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,
      Countrywide LFT has obtained the same.

     

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

     

    (7) Immediately
      prior to the assignment of each Countrywide LFT Mortgage Loan to the Depositor,
      Countrywide LFT had good title to, and was the sole owner of, such the
      Countrywide LFT 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.

     

    (g)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(a) through (f) 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 (f) 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 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), (d), (e) or (f) 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.

     

    (h)  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
      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(g).

     

    
      	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 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(g) 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 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® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® 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 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, 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 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 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.

     

    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. Reconciliations will be prepared for the Certificate Account within
      45
      calendar days after the bank statement cut-off date. 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 April 2006, May 2006 and June 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. 

     

    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.

     

    
      	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.

     

    
      	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 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 and Prepayment Charges collected and amounts in respect of Prepayment
      Charges pursuant to Section 3.20 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 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
      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
      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 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 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 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 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® 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.

     

    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.

     

    
      	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.

     

    (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.

     

    (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.

     

    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
      negotiate an ISDA Credit Support Annex with the Swap Counterparty that meets
      the
      terms of the Swap Contract. If an ISDA Credit Support Annex is negotiated,
      the
      Swap Trustee shall direct the Swap Contract Administrator to demand payment
      of
      the Delivery Amount (as defined in the ISDA Credit Support Annex). In addition,
      if an ISDA Credit Support Annex is negotiated, the Swap Trustee shall set up
      an
      account in accordance with Section 4.09 to hold cash or other eligible
      investments pledged under such ISDA Credit Support Annex. Any cash or other
      eligible investments pledged under an ISDA Credit Support Annex shall not be
      part of the Swap Account or the Distribution Account unless they are applied
      in
      accordance with such ISDA Credit Support Annex to make a payment due to the
      Swap
      Contract Administrator pursuant to the Swap Contract.

     

    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 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 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.

     

    
      	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, to the Class 1-A Certificates, the Current
      Interest and Interest Carry Forward Amount for such Class and such Distribution
      Date,

     

    (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 clause (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,

     

    (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
      Class 1-A Certificates, until the Certificate Principal Balance thereof is
      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 order and priorities set forth in clause (3) 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 order and priorities set forth in
      clause (3) below, until the Certificate Principal Balances thereof are reduced
      to zero; and

     

    (b)  to
      the
      Class 1-A Certificates (after the distribution of the Principal Distribution
      Amount from Loan Group 1 as provided in clause (i)(a) above), until the
      Certificate Principal Balance thereof is 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, in each case until
      the
      Certificate Principal Balance thereof is reduced to zero,

     

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

     

    (2)  For
      each
      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
      Class 1-A Certificates, until the Certificate Principal Balance thereof is
      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 (2)(A)(ii)(a)
      below), in the amounts and order of priority set forth in clause (3) 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 (3) below, until the Certificate Principal Balances thereof
      are
      reduced to zero, and

     

    (b)  to
      the
      Class 1-A Certificates (after the distribution of the Principal Distribution
      Amount from Loan Group 1 as provided in clause (2)(A)(i)(a) above), until the
      Certificate Principal Balance thereof is 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 that class, in each case until the Certificate
      Principal Balance thereof is reduced to zero, and

     

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

     

    (C)  On
      each
      Distribution Date on which any principal amounts are to be distributed to the
      Class 2-A Certificates, those amounts will be distributed sequentially, to
      the
      Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, in each
      case until the Certificate Principal Balance thereof is reduced to
      zero.

     

    (c)  With
      respect to any Distribution Date, any Excess Cashflow shall be distributed
      to
      the Classes of Certificates in the following order of priority, 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;

     

    (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 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, (x) the Class C Current Interest for such
      Distribution Date and (y) the Overcollaterization Reduction 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)(1) through (4), 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);

     

    (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;
      and

     

    (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.

     

    On
      each
      Distribution Date on or prior to the Swap Contract Termination Date, following
      the distributions described under Section 4.04(c)(5) and following the deposit
      to the Swap Account pursuant to Section 4.04(c)(6), the Swap Trustee shall
      distribute amounts on deposit in the Swap Account 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 (including amounts deposited in
      connection with the full or partial waiver of such Prepayment Charges pursuant
      to Section 3.20) shall be allocated 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 Balance of the Class 1-A
      Certificates, until the Certificate Principal Balance of such Class 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 Balance 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 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 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.

     

    
      	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 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  	
              [reserved].

            


    

     

    
      	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-BC1.” 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 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. For federal income tax purposes, any amounts
      paid to the Swap Counterparty on each Distribution Date shall first be deemed
      paid to the Swap Counterparty in respect of the Class SWAP-IO Interest to the
      extent of the amount distributable on such Class SWAP-IO Interest on such
      Distribution Date, and any remaining amount shall be deemed paid to the Swap
      Counterparty in respect of a Class IO Distribution Amount (as defined
      below).

     

    The
      Trustee shall treat the Holders of Certificates (other than the Class P, Class
      C
      and Class A-R Certificates) as having entered into a notional principal contract
      with respect to the Holders of the Class C Certificates. Pursuant to each such
      notional principal contract, all Holders of Certificates (other than the Class
      P, Class C and Class A-R Certificates) shall be treated as having agreed to
      pay,
      on each Distribution Date, to the Holder of the Class C Certificates an
      aggregate amount equal to the excess, if any, of (i) the amount payable on
      such
      Distribution Date on the REMIC 3 Regular Interest corresponding to such Class
      of
      Certificates over (ii) the amount payable on such Class of Certificates on
      such
      Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO
      Distribution Amount payable from interest collections shall be allocated
pro
      rata
      among
      such Certificates based on the excess of (a) the amount of interest otherwise
      payable to such Certificates over (ii) the amount of interest payable to such
      Certificates at a per annum rate equal to the Pass-Through Rate, and a Class
      IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of Certificates with an outstanding principal balance
      to
      the extent of such balance. In addition, pursuant to such notional principal
      contract, the Holder of the Class C Certificates shall be treated as having
      agreed to pay Net Rate Carryover to the Holders of the Certificates (other
      than
      the Class C, Class P and Class A-R Certificates) in accordance with the terms
      of
      this Agreement. Any payments to the Certificates from amounts deemed received
      in
      respect of this notional principal contract shall not be payments with respect
      to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
      However, any payment from the Certificates (other than the Class C, Class P
      and
      Class A-R Certificates) of a Class IO Distribution Amount shall be treated
      for
      tax purposes as having been received by the Holders of such Certificates in
      respect of their interests in REMIC 3 and as having been paid by such Holders
      to
      the Swap Contract Administrator pursuant to the notional principal contract.
      Thus, each Certificate (other than the Class P and Class A-R Certificates)
      shall
      be treated as representing not only ownership of Regular Interests in REMIC
      3,
      but also ownership of an interest in, and obligations with respect to, a
      notional principal contract.

     

    
      	Section
              4.10  	
              Section
                4.10Distributions
                on REMIC 1 and REMIC 2 Regular
                Interests.

            


    

     

    (a)  On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular
      Interests and distributed to the holders of the Class A-R Certificates (in
      respect of the R-1-R Interest), as the case may be: 

     

    With
      respect to the Group 1 Mortgage Loans:

     

    (i)  to
      Holders of REMIC 1 Regular Interest I and each REMIC 1 Regular Interest I-1-A
      through I-43-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC 1 Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates.

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated as follows: first to REMIC
      1
      Regular Interest I, then to REMIC 1 Regular interests I-1-A through I-43-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
      provided that, for REMIC 1 Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro
      rata
      between
      such REMIC 1 Regular Interests. 

     

    With
      respect to the Group 2 Mortgage Loans:

     

    (i)  to
      Holders of REMIC 1 Regular Interest II and each REMIC 1 Regular Interest II-1-A
      through II-43-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC 1 Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates.

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated as follows: first, to REMIC
      1
      Regular Interest II, then to REMIC 1 Regular interests II-1-A through II-43-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
      provided that, for REMIC 1 Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro
      rata
      between
      such REMIC 1 Regular Interests. 

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period shall be
      distributed by REMIC 1 to the Holders of REMIC 1 Regular Interest LT-P. The
      payment of the foregoing amounts to the Holders of such REMIC 1 Regular Interest
      shall not reduce the Uncertificated Principal Balance thereof.

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC 2 to REMIC 3 on account of the REMIC 2 Regular
      Interests and distributed to the Holders of the Class A-R Certificates (in
      respect of the R-2-R Interest), as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC 2 Regular Interest II-IO, in an amount equal to (A)
      Uncertificated Interest for such REMIC 2 Regular Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates and second, to the extent of the REMIC 2 Marker Allocation
      Percentage of the Interest Funds remaining after the distributions pursuant
      to
      clause (i), to the Holders of REMIC 2 Regular Interest LT-AA, REMIC 2 Regular
      Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest
      LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2 Regular Interest LT-M1, REMIC
      2
      Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest
      LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC
      2
      Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest
      LT-B and REMIC 2 Regular Interest LT-ZZ, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC 2 Regular
      Interest LT-ZZ shall be reduced and deferred when the REMIC 2 Overcollateralized
      Amount is less than the REMIC 2 Overcollateralization Target Amount, by the
      lesser of (x) the amount of such difference and (y) the Maximum LT-ZZ
      Uncertificated Interest Deferral Amount and such amount shall be payable to
      the
      Holders of REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1,
      REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2
      Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest
      LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC
      2
      Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest
      LT-M8 and REMIC 2 Regular Interest LT-B in the same proportion as the
      Overcollateralization Deficiency Amount is allocated to the Corresponding
      Certificates and the Uncertificated Principal Balance of the REMIC 2 Regular
      Interest LT-ZZ shall be increased by such amount;

     

    (ii)  to
      the
      Holders of REMIC 2 Regular Interests, in an amount equal to the remainder of
      the
      REMIC 2 Marker Allocation Percentage of the Principal Distribution Amount for
      such Distribution Date after the distributions made pursuant to clause (i)
      above, allocated as follows:

     

    (a)  98.00%
      of
      such remainder (other than amounts payable under clause (c) below), to the
      Holders of REMIC 2 Regular Interest LT-AA and REMIC 2 Regular Interest LT-P,
      until the Uncertificated Balance of such REMIC 2 Regular Interest is reduced
      to
      zero, provided, however, that REMIC 2 Regular Interest LT-P shall not be reduced
      until the Distribution Date immediately following the expiration of the latest
      Prepayment Charge as identified on the Prepayment Charge Schedule or any
      Distribution Date thereafter, at which point such amount shall be distributed
      to
      REMIC 2 Regular Interest LT-P, until $100 has been distributed pursuant to
      this
      clause;

     

    (b)  2.00%
      of
      such remainder (other than amounts payable under clause (c) below) first, to
      the
      Holders of REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1,
      REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-2A3, REMIC 2
      Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest
      LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC
      2
      Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest
      LT-M8 and REMIC 2 Regular Interest LT-B, 1.00% and in the same proportion as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced
      to zero and second, to the Holders of REMIC 2 Regular Interest LT-ZZ, until
      the
      Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced
      to
      zero; and

     

    (c)  any
      remaining amount to the Holders of the Class A-R Certificates (in respect of
      the
      R-2-R Interest); and

     

    (iii)  to
      the
      Holders of REMIC 2 Regular Interests, in an amount equal to the REMIC 2
      Subordinate Allocation Percentage of Interest Funds and the Principal
      Distribution Amount for such Distribution Date after the distributions made
      pursuant to clause (i) and (ii) above such that distributions of interest are
      deemed to be made to REMIC 2 Regular Interest LT-1SUB, REMIC 2 Regular Interest
      LT-1GRP, REMIC 2 Regular Interest LT-2SUB, REMIC 2 Regular Interest LT-2GRP
      and
      REMIC 2 Regular Interest LT-XX, pro rata, in an amount equal to (A) the
      Uncertificated Interest for each such REMIC 2 Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and such that distributions of principal shall
      be
      deemed to be made to the REMIC 2 Regular Interests first,
      so as
      to keep the Uncertificated Principal Balance of each REMIC 2 Regular Interest
      ending with the designation “GRP” equal to 0.01% of the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Loan Group; second,
      to each
      REMIC 2 Regular Interest ending with the designation “SUB,” so that the
      Uncertificated Principal Balance of each such REMIC 2 Regular Interest is equal
      to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Loan Group over (y) the current Certificate
      Principal Balance of the Class A Certificate in the related Loan Group (except
      that if any such excess is a larger number than in the preceding distribution
      period, the least amount of principal shall be distributed to such REMIC 2
      Regular Interests such that the REMIC 2 Subordinated Balance Ratio is
      maintained); and third,
      any
      remaining principal to REMIC 2 Regular Interest LT-XX.

     

    Notwithstanding
      the priorities and amounts of distribution of funds pursuant to this Section
      4.10, actual distributions of Interest Funds and the Principal Distribution
      Amount for any Distribution Date shall be made only in accordance with Section
      4.04.

     

    On
      each
      Distribution Date, 100% of the amounts distributed on REMIC 2 Regular Interest
      II-IO shall be deemed distributed by REMIC 2 to REMIC 3 in respect of the Class
      SWAP-IO Interest. Such amounts shall be deemed distributed by REMIC 3 to the
      Swap Contract Administrator for deposit into the Swap Account.

     

    


     

    
      	Section
              4.11  	
              Allocation
                of Realized Losses to REMIC 1 and REMIC 2 Regular
                Interests.

            


    

     

    (a)  All
      Realized Losses on the Group 1 Mortgage Loans shall be allocated on each
      Distribution Date first, to REMIC 1 Regular Interest I, then to REMIC 1 Regular
      Interest I-1-A through REMIC II Regular Interest I-43-B, starting with the
      lowest numerical denomination until such REMIC 1 Regular Interest has been
      reduced to zero, provided that, for REMIC 1 Regular Interests with the same
      numerical denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC 1 Regular Interests. 

     

    All
      Realized Losses on the Group 2 Mortgage Loans shall be allocated on each
      Distribution Date, first to REMIC 1 Regular Interest I, then to REMIC 1 Regular
      Interest II-1-A through REMIC 1 Regular Interest II-43-B, starting with the
      lowest numerical denomination until such REMIC 1 Regular Interest has been
      reduced to zero, provided that, for REMIC 1 Regular Interests with the same
      numerical denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC 1 Regular Interests.

     

    (b)  The
      REMIC
      2 Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated by the Trustee on each Distribution Date to the following
      REMIC 2 Regular Interests in the specified percentages, as follows: first,
      to
      Uncertificated Interest payable to the REMIC 2 Regular Interest LT-AA and REMIC
      2 Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC 2 Interest
      Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
      Principal Balances of the REMIC 2 Regular Interest LT-AA and REMIC 2 Regular
      Interest LT-ZZ up to an aggregate amount equal to the REMIC 2 Principal Loss
      Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
      Principal Balances of REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest
      LT-B and REMIC 2 Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LT-B has been
      reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
      2
      Regular Interest LT-AA, REMIC 2 Regular Interest LT-M8 and REMIC 2 Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LT-M8 has been reduced to zero; fifth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LT-AA, REMIC
      2
      Regular Interest LT-M7 and REMIC 2 Regular Interest LT-ZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LT-M7 has been reduced to zero; sixth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-M6
      and
      REMIC 2 Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LT-M6 has been
      reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
      2
      Regular Interest LT-AA, REMIC 2 Regular Interest LT-M5 and REMIC 2 Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LT-M5 has been reduced to zero; eighth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LT-AA, REMIC
      2
      Regular Interest LT-M4 and REMIC 2 Regular Interest LT-ZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LT-M4 has been reduced to zero; ninth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-M3 and
      REMIC 2 Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LT-M3 has been
      reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LT-AA, REMIC 2 Regular Interest LT-M2 and REMIC 2 Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LT-M2 has been reduced to zero; and
      eleventh, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
      LT-AA, REMIC 2 Regular Interest LT-M1 and REMIC 2 Regular Interest LT-ZZ, 98%,
      1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC
      2
      Regular Interest LT-M1 has been reduced to zero.

     

    (c)  The
      REMIC
      2 Suborbinate Allocation Percentage of all Realized Losses shall be applied
      after all distributions have been made on each Distribution Date first, so
      as to
      keep the Uncertificated Principal Balance of each REMIC 2 Regular Interest
      ending with the designation “GRP” equal to 0.01% of the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Loan Group; second,
      to
      each REMIC 2 Regular Interest ending with the designation “SUB,” so that the
      Uncertificated Principal Balance of each such REMIC 2 Regular Interest is equal
      to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Loan Group over (y) the current Certificate
      Principal Balance of the Class A Certificate in the related Loan Group (except
      that if any such excess is a larger number than in the preceding distribution
      period, the least amount of Realized Losses shall be applied to such REMIC
      2
      Regular Interests such that the REMIC 2 Subordinated Balance Ratio is
      maintained); and third, any remaining Realized Losses shall be allocated to
      REMIC 2 Regular Interest LT-XX.

     

    
      	Section
              4.12  	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Class A or Subordinate Certificate
      is deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Carryover Reserve
      Fund or the Swap Account in respect of Net Rate Carryover or the obligation
      to
      make payments to the Swap Account. For federal income tax purposes, the Trustee
      will account for payments to each Class A and Subordinate Certificates as
      follows: each Class A and Subordinate Certificate will be treated as receiving
      their entire payment from REMIC 3 (regardless of any Swap Termination Payment
      or
      obligation under the Swap Contract) and subsequently paying their portion of
      any
      Swap Termination Payment in respect of each such Class’ obligation under the
      Swap Contract. In the event that any such Class is resecuritized in a REMIC,
      the
      obligation under the Swap Contract to pay any such Swap Termination Payment
      (or
      any shortfall in Net Swap Payment payable to the Swap Counterparty), will be
      made by one or more of the REMIC Regular Interests issued by the
      resecuritization REMIC subsequent to such REMIC Regular Interest receiving
      its
      full payment from any such Class A or Subordinate Certificate. Resecuritization
      of any Class A or Subordinate Certificate in a REMIC will be permissible only
      if
      the Trustee hereunder is the trustee in such resecuritization.

     

    The
      REMIC
      regular interest corresponding to a Class A or Subordinate Certificate will
      be
      entitled to receive interest and principal payments at the times and in the
      amounts equal to those made on the certificate to which it corresponds, except
      that (i) the maximum interest rate of that REMIC regular interest will equal
      the
      Pass-Through Rate computed for this purpose by limiting the notional amount
      of
      the Swap Contract to the aggregate principal balance of the Mortgage Loans
      and
      (ii) any Swap Termination Payment will be treated as being payable solely from
      Excess Cashflow. As a result of the foregoing, the amount of distributions
      and
      taxable income on the REMIC regular interest corresponding to a Class A or
      Subordinate Certificate may exceed the actual amount of distributions on the
      Class A or Subordinate Certificate.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    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:

     

    
      	
              Class

            	
              Minimum

              Denomination

            	
              Integral
                Multiples in

              Excess
                of Minimum

            	
              Original
                Certificate

              Principal
                Balance

            
	
              1-A

            	
              $20,000

            	
              $1,000

            	
              $119,266,000.00

            
	
              2-A-1

            	
              $20,000

            	
              $1,000

            	
              $174,012,000.00

            
	
              2-A-2

            	
              $20,000

            	
              $1,000

            	
              $
                91,334,000.00

            
	
              2-A-3

            	
              $20,000

            	
              $1,000

            	
              $
                30,400,000.00

            
	
              M-1

            	
              $20,000

            	
              $1,000

            	
              $
                19,162,000.00

            
	
              M-2

            	
              $20,000

            	
              $1,000

            	
              $
                17,587,000.00

            
	
              M-3

            	
              $20,000

            	
              $1,000

            	
              $
                10,762,000.00

            
	
              M-4

            	
              $20,000

            	
              $1,000

            	
              $
                34,650,000.00

            
	
              M-5

            	
              $20,000

            	
              $1,000

            	
              $
                6,037,000.00

            
	
              M-6

            	
              $20,000

            	
              $1,000

            	
              $
                3,675,000.00

            
	
              M-7

            	
              $100,000

            	
              $1,000

            	
              $
                3,675,000.00 

            
	
              M-8

            	
              $100,000

            	
              $1,000

            	
              $
                3,937,000.00 

            
	
              B

            	
              $100,000

            	
              $1,000

            	
              $
                3,678,000.00 

            
	
              A-R

            	
              $99.95(1)

            	
              N/A

            	
              $100.00

            
	
              C

            	
              N/A

            	
              N/A

            	
              $6,825,000.00

            
	
              P

            	
              N/A

            	
              N/A

            	
              $100.00

            


    

    
      	
              (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.

     

    
      	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 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 (except for a Residual 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 or on behalf of an employee benefit plan
      subject to Section 406 of ERISA or a plan or arrangement 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 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.

     

    For
      so
      long as the Swap Trust is in existence, each beneficial owner of an
      Interest-Bearing Certificate or any interest therein, shall be deemed to have
      represented, by virtue of its acquisition or holding of such Certificate, or
      interest therein, that either (i) it is not a Plan or (ii) (A) it is an
      accredited investor within the meaning of the Underwriter’s Exemption and (B)
      the acquisition and holding of such Certificate and the separate right to
      receive payments from the Swap Trust are eligible for the exemptive relief
      available under one of Prohibited Transaction Class Exemption (“PTCE”) 84-14,
      91-38, 90-1, 95-60 or 96-23.

     

    Each
      beneficial owner of a Subordinate Certificate or any interest therein that
      is
      acquired after the termination of the Swap Trust (which holds the Swap Contract)
      shall be deemed to have represented, by virtue of its acquisition or holding
      of
      that Certificate or interest therein, that either (i) it is not a Plan or a
      person using assets of a Plan, (ii) it has acquired and is holding such
      Subordinate Certificate in reliance on the Underwriter’s Exemption, and that it
      understands that there are certain conditions to the availability of the
      Underwriter’s Exemption, including that the Certificate must be rated, at the
      time of purchase, not lower than “BBB-” (or its equivalent) by Standard &
Poor’s, Fitch Ratings or Moody’s or (iii) (1) it is an insurance company, (2)
      the source of funds used to acquire or hold the Certificate or interest therein
      is an “insurance company general account”, as such term is defined in PTCE
      95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    In
      the
      event that a representation or deemed representation in the three preceding
      paragraphs is violated, the related 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 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. 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 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.

     

    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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 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 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 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
      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 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.

     

    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® 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.

     

    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, 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 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® 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 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.

     

    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 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 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 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 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.

     

    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
      $1,580,000.

     

    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 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.

     

    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.

     

    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;

     

    (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 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.

     

    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 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 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, 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 Park Granada, Park Granada 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; (vi)
      in the case of Countrywide LFT, Countrywide LFT 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; (vii) 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; (viii) 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-BC1, or such
      other address as the Trustee may hereafter furnish to the parties hereto; (ix)
      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 (xi) in the case of the Swap Counterparty, Bear
      Stearns Structured Products, Inc., 383 Madison Avenue, New York, 10179, 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 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.

     

    
      	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.

     

    (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).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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 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 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.

    


     

    
      	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.

     

    (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.

     

    (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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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/ Michael Schloessmann

    Name: Michael
      Schloessmann

    Title: Vice
      President

     

    COUNTRYWIDE
      HOME LOANS, INC.,

    as
      a
      Seller

    
 

     

    By:
       /s/ Michael Schloessmann

    Name: Michael
      Schloessmann

    Title: Senior
      Vice President

     

    PARK
      MONACO INC.,

    as
      a
      Seller


     

    


     

    By:
       /s/ Michael Schloessmann

    Name: Michael
      Schloessmann

    Title: Vice
      President

     

     

    PARK
      SIENNA LLC,

    as
      a
      Seller

    


     

     

    By:
       /s/ Michael Schloessmann

    Name: Michael
      Schloessmann

    Title: Assistant
      Vice President

     


     

    PARK
      GRANADA LLC,

    as
      a
      Seller


     

     

    By: 
      /s/ Michael Schloessmann

    Name: Michael
      Schloessmann

    Title: Assistant
      Vice President

     

     

    COUNTRYWIDE
      LFT LLC,

    as
      a
      Seller

     

     

     

    By: 
      /s/ Michael Schloessmann

    Name: Michael
      Schloessmann

    Title: Vice
      President

     

     

    COUNTRYWIDE
      HOME LOANS SERVICING LP,

    as
      Master
      Servicer

     

     

    By:
      COUNTRYWIDE GP, INC.

     

    


     

    By: 
      /s/ Michael Schloessmann

    Name: Michael
      Schloessmann 

    Title: Senior
      Vice President

     

     

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    


     

    By:  
      /s/ Cirino Emanuele

    Name:
      Cirino Emanuele 

    Title:
      Assistant Vice President

     

    
 

    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 

     

    


     


    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


     

    On
      this 30th day of March, 2006, before me, a notary public in and for said
      State, appeared Michael Schloessmann, 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]

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


    On
      this
      30th day of March, 2006, before me, a notary public in and for said State,
      appeared Michael Schloessmann, personally known to me on the basis of
      satisfactory evidence to be a Senior 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]

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


    On
      this
      30th day of March, 2006, before me, a notary public in and for said State,
      appeared Michael Schloessmann, 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]

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


     

    On
      this
      30th day of March, 2006, before me, a notary public in and for said State,
      appeared Michael Schloessmann, 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]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


     

    On
      this
      30th day of March, 2006, before me, a notary public in and for said State,
      appeared Michael
      Schloessmann,
      personally known to me on the basis of satisfactory evidence to be an Assistant
      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]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


     

    On
      this
      30th day of March, 2006, before me, a notary public in and for said State,
      appeared Michael Schloessmann, personally known to me on the basis of
      satisfactory evidence to be an Assistant Vice President of Park Granada 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]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


     

    On
      this
      30th day of March, 2006, before me, a notary public in and for said State,
      appeared Michael Schloessmann, personally known to me on the basis of
      satisfactory evidence to be a Vice President of Countrywide LFT 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]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      this
      30th day of March, 2006 before me, a notary public in and for said State,
      appeared Cirino Emanuele, personally known to me on the basis of satisfactory
      evidence to be an Assistant 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/ Philip A. Tracy
      III

    Notary
      Public

     

    [Notarial
      Seal]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


    On
      this
      30th 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/ Philip A. Tracy III

    Notary
      Public

     

    [Notarial
      Seal]

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    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.]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      B

     

    Exhibit
      B
      is a photocopy

    of
      the
      Class P Certificates

    as
      delivered.

     

    


     

    [See
      appropriate document delivered at closing.]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      C

     

    Exhibit
      C
      is a photocopy

    of
      the
      Class C Certificates

    as
      delivered.

    


     

    [See
      appropriate document delivered at closing.]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      D

     

    Exhibit
      D
      is a photocopy

    of
      the
      Class A-R Certificate

    as
      delivered.

    


     

    [See
      appropriate documents delivered at closing.]

     

    



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      E

     

    Exhibit
      E
      is a photocopy

    of
      the
      Tax Matters Person Certificate

    as
      delivered.


     

    [See
      appropriate documents delivered at closing.]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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.]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      G-1

     

    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

    


     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]


    


     

    Re:CWABS
      Asset-Backed Certificates, Series 2006-BC1

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      March 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, Park Granada LLC, as
      a
      Seller, Countrywide LFT 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.

     


    
      
        1-

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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:

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      G-2

     

    FORM
      OF
      INTERIM CERTIFICATION OF TRUSTEE

     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]


    


     

    Re:CWABS
      Asset-Backed Certificates, Series 2006-BC1

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      March 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, Park Granada LLC, as a Seller, Countrywide
      LFT LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer,
      and 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 Loan][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-BC1, CWABS, Inc., by The Bank of New York, a New
      York
      banking corporation, as trustee under the Pooling and Servicing Agreement dated
      as of March 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. 

     

    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.

     

    


     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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:

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      G-3

    


     

    FORM
      OF
      DELAY DELIVERY CERTIFICATION

     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]


    


     

    Re:CWABS
      Asset-Backed Certificates, Series 2006-BC1

     

    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 march 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,
      Park Granada LLC, as a Seller, Countrywide LFT 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, Park Granada LLC, as a Seller, Countrywide
      LFT LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer,
      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-BC1, CWABS, Inc., by The Bank of New York, a New
      York
      banking corporation, as trustee under the Pooling and Servicing Agreement dated
      as of March 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).

     

    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:

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      G-4

     

    


     

    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

    (SUBSEQUENT
      MORTGAGE LOANS)

     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]

    


     

    Re:CWABS
      Asset-Backed Certificates, Series 2006-BC1

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      March 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, Park Granada LLC, as a Seller, Countrywide
      LFT 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 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:

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      H

    


     

    FORM
      OF
      FINAL CERTIFICATION OF TRUSTEE

     

    [Date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Sellers]

     

     

    Re:CWABS
      Asset-Backed Certificates, Series 2006-BC1

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      March 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, Park Granada LLC, as a Seller, Countrywide
      LFT LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer,
      and 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, Park Granada LLC, as
      a
      Seller, Countrywide LFT LLC, as a Seller, Countrywide Home Loans Servicing
      LP,
      as Master Servicer, 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 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-BC1, CWABS, Inc., by The Bank of New York, a New
      York
      banking corporation, as trustee under the Pooling and Servicing Agreement dated
      as of March 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].

     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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:

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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 March 1, 2006
      (the
“Agreement”), by and among CWABS, Inc., as Depositor, Countrywide Home Loans,
      Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
      Park Granada LLC, as a Seller, Countrywide LFT 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 or other 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.)

     

    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.

     

    * * *

     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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__.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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.

     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

     

    (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.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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-BC1

     

    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 March 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, Park
      Granada LLC, as a Seller, Countrywide LFT 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:

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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-BC1, 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 March 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, Park
      Granada LLC, as a Seller, Countrywide LFT 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:

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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-BC1, 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 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 March 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, Park
      Granada LLC, as a Seller, Countrywide LFT 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

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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-BC1, 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 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 March 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, Park
      Granada LLC, as a Seller, Countrywide LFT 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

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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 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.

     

    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:
      ____________________________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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 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 or Adviser

     

    By:
      ______________________________________

    Name:

    Title:

     

    IF
      AN
      ADVISER:


     

    


     

    __________________________________________

    Print
      Name of Buyer

     

    Date:
      _____________________________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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-BC1, 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 March 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, Park Granada LLC, as
      a
      Seller, Countrywide LFT 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 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:
      _________________, ____

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      N

     

    FORM
      OF
      REQUEST FOR FILE RELEASE

    OFFICER’S
      CERTIFICATE AND TRUST RECEIPT

    ASSET-BACKED
      CERTIFICATES,

    Series
      2006-BC1

     

    __________________________________________
      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

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      O

     

    Exhibit
      O
      is a photocopy

    of
      the
      Depository Agreement

    as
      delivered.

     

    [See
      appropriate documents delivered at closing.]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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 GRANADA LLC, a
      Delaware limited liability company, in its capacity as a seller under the
      Pooling and Servicing Agreement (“Park Granada”), COUNTRYWIDE LFT LLC, a
      Delaware limited liability company, in its capacity as a seller under the
      Pooling and Servicing Agreement (“Countrywide LFT”), 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, Park Granada,
      Countrywide LFT 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, Park Granada, Countrywide LFT,
      the
      Trustee and Countrywide Home Loans Servicing LP, as Master Servicer have entered
      in the Pooling and Servicing Agreement, dated as of March 1, 2006 (the “Pooling
      and Servicing Agreement”), relating to the CWABS, Inc. Asset-Backed
      Certificates, Series 2006-BC1 (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. 

     

    (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.

     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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:

     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    PARK
      GRANADA LLC,

    as
      a
      Seller

     

     

    By: __________________________________ 

         Name:

          
Title:

     

     

    COUNTRYWIDE
      LFT LLC,

    as
      a
      Seller

     

     

    By: __________________________________ 

         Name:

                                                                                                                  
      Title:

     

     

    THE
      BANK
      OF NEW YORK,

    not
      in
      its individual capacity,

    but
      solely as Trustee

     

     

    By:___________________________________ 

       
Name:

        
Title:

     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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

     

    


    


    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      Q

     

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    EXHIBIT
      R

     

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    EXHIBIT
      S-1

     

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    EXHIBIT
      S-2

     

    [RESERVED]

     

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      T

     

    OFFICER’S
      CERTIFICATE WITH RESPECT TO PREPAYMENTS

    ASSET-BACKED
      CERTIFICATES,

    Series
      2006-BC1

     

    [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 March 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, Park Granada LLC, as a Seller, Countrywide LFT 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

     

    (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:

     


    
      
        -

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED DURING THE RELATED
      PREPAYMENT PERIOD

     

    
      	
              Loan
                Number

            	
              Clause
                2: Yes/No

            	
              Clause
                3: (i) or (ii)

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      U

     

    FORM
      OF
      SWAP CONTRACT

     

    

      [Missing
        Graphic Reference]

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK,
        NEW YORK 10179

      212-272-4009

      
 

      
        
          	
                  DATE:

                	
                  March
                    30, 2006

                
	
                   

                	 
	
                  TO:

                	
                  COUNTRYWIDE
                    HOME LOANS, INC.

                
	 	 
	
                  ATTENTION:

                	
                  Mr.
                    Jeff Staab

                
	
                  TELEPHONE:

                	
                  (818)
                    225-3279

                
	
                  FACSIMILE:

                	
                  (818)
                    225-4010

                
	 	 
	
                  FROM:

                	
                  Derivatives
                    Documentation

                
	
                  TELEPHONE:212-272-2711
                    

                	 
	
                  FACSIMILE: 

                	
                  212-272-9857
                    

                
	 	 
	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation and Agreement 

                
	 	 
	
                  REFERENCE
                    NUMBER:

                	
                  FXCWL06BC1

                


        

      

      


      The
        purpose of this letter agreement ("Agreement") is to confirm the terms and
        conditions of the current Transaction entered into on the Trade Date specified
        below (the "Transaction") between Bear Stearns Financial Products Inc. ("BSFP")
        and Countrywide Home Loans, Inc. (“Counterparty”). This Agreement, which
        evidences a complete and binding agreement between you and us to enter into
        the
        Transaction on the terms set forth below, constitutes a "Confirmation" as
        referred to in the "ISDA Form Master Agreement" (as defined below), as well
        as a
“Schedule” as referred to in the ISDA Form Master Agreement.

      


      1. This
        Agreement is subject to the 2000
        ISDA Definitions (the
        “Definitions”), as published by the International Swaps and Derivatives
        Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
        in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
        (Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
        rather, an ISDA Form Master Agreement shall be deemed to have been executed
        by
        you and us on the date we entered into the Transaction. Terms capitalized
        but
        not defined herein except
        in
        the Definitions
        shall
        have the respective meanings attributed to them in the Pooling and Servicing
        Agreement with respect to the CWABS, Inc., Asset-Backed Certificates, Series
        2006-BC1, dated as of March 1, 2006 (the “Pooling and Servicing Agreement”),
        among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., Park Monaco
        Inc.
        and Park Sienna LLC, as Sellers, Countrywide Home Loans Servicing LP, as
        Master
        Servicer, and The Bank of New York, as Trustee. In the event of any
        inconsistency between the provisions of this Agreement and the Definitions
        or
        the ISDA Form Master Agreement, this Agreement shall prevail for purposes
        of the
        Transaction. Each reference to a “Section” (unless specifically referencing the
        Pooling and Servicing Agreement or to a “Section” “of this Agreement” will be
        construed as a reference to a Section of the ISDA Form Master
        Agreement.

      


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

      


      
        	
                Notional
                  Amount:

              	
                With
                  respect to any Calculation Period, the lesser of (i) the amount
                  set forth
                  for such period on Schedule I attached hereto and (ii) the aggregate
                  Certificate Principal Balance of the Class A, Class M and Class
                  B
                  Certificates immediately prior to the Distribution Date occurring
                  in the
                  calendar month in which such Calculation Period ends.

              
	 	 
	
                Trade
                  Date:

              	
                March
                  7, 2006

              
	 	 
	
                Effective
                  Date:

              	
                March
                  30, 2006

              
	 	 
	
                Termination
                  Date:

              	
                October
                  25, 2009, subject to adjustment in accordance with the Business
                  Day
                  Convention.

              


      

      


      Fixed
        Amount:

      


      
        	 	
                Fixed
                  Rate Payer:

              	
                Counterparty

              
	 	 	 
	 	
                Fixed
                  Rate Payer

              	 
	 	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during
                  the Term
                  of this Transaction, commencing April 25, 2006, and ending on the
                  Termination Date, with No Adjustment.

              
	 	 	 
	 	
                Fixed
                  Rate Payer

              	 
	 	
                Payment
                  Dates:

              	
                The
                  25th
                  calendar day of each month during
                  the Term
                  of this Transaction, commencing April 25, 2006, and ending on the
                  Termination Date, subject to adjustment in accordance with the
                  Business
                  Day Convention.

              
	 	 	 
	 	
                Fixed
                  Rate:

              	
                5.070%

              
	 	 	 
	 	
                Fixed
                  Rate Day 

              	 
	 	
                Count
                  Fraction:

              	
                30/360

              
	 	 	 
	 	
                Upfront
                  Fixed Amount:

              	
                Counterparty
                  will pay $1,580,000.00 to BSFP on March 30,
                  2006.

              


      

      


      Floating
        Amounts: 

      


      
        	 	
                Floating
                  Rate Payer:

              	
                BSFP

              
	 	 	 
	 	
                Floating
                  Rate Payer

              	 
	 	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during
                  the Term
                  of this Transaction, commencing April 25, 2006, and ending on the
                  Termination Date, subject to adjustment in accordance with the
                  Business
                  Day Convention.

              
	 	 	 
	 	
                Floating
                  Rate Payer 

              	 
	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Floating Rate Payer Payment Date
                  shall be
                  one (1) Business Day prior to the related Floating Rate Payer Period
                  End
                  Date.

              
	 	 	 
	 	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	 	 
	 	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 	 
	 	
                Floating
                  Rate Day 

              	 
	 	
                Count
                  Fraction:

              	
                Actual/360

              
	 	 	 
	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.

              
	 	 	 
	 	
                Compounding:

              	
                Inapplicable

              
	 	 	 
	 	
                Business
                  Days:

              	
                New
                  York

              
	 	 	 
	 	
                Business
                  Day Convention:

              	
                Following

              
	 	 	 
	 	
                Calculation
                  Agent:

              	
                BSFP

              


      

      


      3. Additional
        Provisions: 

      


      1)
        Each
        party hereto is hereby advised and acknowledges that the other party has
        engaged
        in (or refrained from engaging in) substantial financial transactions and
        has
        taken (or refrained from taking) other material actions in reliance upon
        the
        entry by the parties into the Transaction being entered into on the terms
        and
        conditions set forth herein and in the Pooling and Servicing Agreement relating
        to such Transaction, as applicable. This paragraph 1) shall be deemed repeated
        on the trade date of each Transaction. 

      


      
        	
                4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the Master
                  Agreement:

              


      

      


      	1)  	
              The
                parties agree that subparagraph (ii) of Section 2(c) of the ISDA
                Form
                Master Agreement will apply to any Transaction. Notwithstanding anything
                to the contrary in Section 2(c) of the Agreement, amounts that are
                payable
                with respect to Calculation Periods which end in the same calendar
                month
                (prior to any adjustment of period end dates) shall be netted, as
                provided
                in Section 2(c) of the Agreement, even if such amounts are not due
                on the
                same payment date. For avoidance of doubt any payments pursuant to
                Section
                6(e) of the Agreement shall not be subject to
                netting.

            


      


      2)
        Termination
        Provisions.
        For
        purposes of the Master Agreement:

      


      (a) "Specified
        Entity" is not applicable to BSFP or Counterparty for any purpose. 

      


      (b) "Specified
        Transaction" is not applicable to BSFP or Counterparty for any purpose, and,
        accordingly, Section 5(a)(v) shall not apply to BSFP or
        Counterparty.

      


      (c) The
        "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or
        to
        Counterparty. 

      


      (d) The
        "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
        to BSFP
        or Counterparty.

       

      (e) With
        respect to Counterparty, the “Bankruptcy Provision” of Section 5(a) (vii) (2)
        shall be deleted in its entirety.

      


      (f) The
        "Automatic Early Termination" provision of Section 6(a) will not apply to
        BSFP
        or to Counterparty.

      


      (g) Payments
        on Early Termination. For the purpose of Section 6(e) of this
        Agreement:

      


      (i) Market
        Quotation will apply.

      


      (ii) the
        Second Method will apply. 

      


      (h) "Termination
        Currency" means United States Dollars. 

      


      
        	
                (i)

              	
                Tax
                  Event. The provisions of Section 2(d)(i)(4) and 2(d)(ii) of the
                  printed
                  ISDA Form Master Agreement shall not apply to Counterparty and
                  Counterparty shall not be required to pay any additional amounts
                  referred
                  to therein. 

              


      

       

      3)
        Tax
        Representations. 

      


      
        	 	
                (a)
                  Payer Representations. For the purpose of Section 3(e) of this
                  Agreement,
                  each of BSFP and the Counterparty will make the following
                  representations:

              


      

       

      
        	 	
                It
                  is not required by any applicable law, as modified by the practice
                  of any
                  relevant governmental revenue authority, of any Relevant Jurisdiction
                  to
                  make any deduction or withholding for or on account of any Tax
                  from any
                  payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)
                  of this
                  Agreement) to be made by it to the other party under this Agreement.
                  In
                  making this representation, it may rely on:


              


      

       

      (i) the
        accuracy of any representations made by the other party pursuant to Section
        3(f)
        of this Agreement;

      


      (ii) the
        satisfaction of the agreement contained in Section 4(a)(iii) of this Agreement
        and the accuracy and effectiveness of any document provided by the other
        party
        pursuant to Section 4(a)(iii) of this Agreement; and

      


      
        	 	 	
                (iii)
                  the satisfaction of the agreement of the other party contained
                  in Section
                  4(d) of this Agreement, provided that it shall not be a breach
                  of this
                  representation where reliance is placed on clause (ii) and the
                  other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of
                  material prejudice to its legal or commercial position.
                  

              


      

      


      
        	 	
                (b)
                  Payee Representations. For the purpose of Section 3(f) of this
                  Agreement,
                  each of BSFP and the Counterparty make the following representations.
                  

              


      

       

      The
        following representation will apply to BSFP: 

      


      
        	 	 	
                BSFP
                  is a corporation organized under the laws of the State of Delaware
                  and its
                  U.S. taxpayer identification number is 13-3866307.
                  

              


      

      


      The
        following representation will apply to the Counterparty: 

      


      
        	 	 	
                Counterparty
                  represents that it is a “United States person” as such term is defined in
                  Section 7701(a)(30) of the Internal Revenue Code of 1986, as
                  amended.

              


      

      


      4)
        The
        ISDA Form Master Agreement is hereby amended as follows:

      


      The
        word
“third” shall be replaced by the word “second” in the third line of Section
        5(a)(i) of the ISDA Form Master Agreement.

      


      5)
        Documents
        to be Delivered.
        For the
        purpose of Section 4(a):

      


      (1) Tax
        forms, documents, or certificates to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              
	
                BSFP
                  and

                the
                  Counterparty

              	
                Any
                  document required or reasonably requested to allow the other party
                  to make
                  payments under this Agreement without any deduction or withholding
                  for or
                  on the account of any Tax or with such deduction or withholding
                  at a
                  reduced rate

              	
                Promptly
                  after the earlier of (i) reasonable demand by either party or (ii)
                  learning that such form or document is
                  required

              


      

      


      (2) Other
        documents to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              	
                Covered
                  by Section 3(d) Representation

              
	
                BSFP
                  and

                the
                  Counterparty

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver this Agreement, any Confirmation , and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under this Agreement, such Confirmation and/or Credit Support Document,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement and such
                  Confirmation

              	
                Yes

              
	 	 	 	 
	
                BSFP
                  and

                the
                  Counterparty

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing this
                  Agreement, any relevant Credit Support Document, or any Confirmation,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement and such
                  Confirmation

              	
                Yes

              
	 	 	 	 
	
                BSFP

              	
                A
                  copy of the most recent annual report of such party (only if
                  available) and its Credit Support Provider, if any, containing
                  in all
                  cases audited consolidated financial statements for each fiscal
                  year
                  certified by independent certified public accountants and prepared
                  in
                  accordance with generally accepted accounting principles in the
                  United
                  States or in the country in which such party is organized

              	
                Promptly
                  after request by the other party

              	
                Yes

              
	 	 	 	 
	
                BSFP
                  and the Counterparty 

              	
                An
                  opinion of counsel with respect to the due authorization, execution
                  and
                  enforceability of this Agreement, acceptable to the other party
                  hereto.

              	
                Upon
                  the execution and delivery of this Agreement and such
                  Confirmation

              	
                Yes

              


      

       

       

      6)
        Miscellaneous.
        Miscellaneous

      


      
        	
                (a)

              	
                Address
                  for Notices: For the purposes of Section 12(a) of this
                  Agreement:

              


      

      


      Address
        for notices or communications to BSFP:

      


      Address: 
383
        Madison Avenue, New York, New York 10179

      Attention:             DPC
        Manager 

      Facsimile: 
(212)
        272-5823

      


      with
        a
        copy to:

      


      Address: 
One
        Metrotech Center North, Brooklyn, New York 11201

      Attention:            
        Derivative
        Operations - 7th Floor

      Facsimile: 
(212)
        272-1634

      


      (For
        all
        purposes)

      


      Address
        for notices or communications to the Counterparty:

      


      Address: 
500
        Park
        Granada

      Mail
        Stop
        CH-143

      Calabasas,
        CA 91302

      Attention: Mr.
        Jeff
        Staab

      Facsimile: 
(818)
        225-3898 

      Phone:                   
        (818)
        225-3279

      


      (For
        all
        purposes)

      


      (b) Process
        Agent. For the purpose of Section 13(c):

      


      BSFP
        appoints as its 

      Process
        Agent:   Not
        Applicable

      


      The
        Counterparty appoints as its 

      Process
        Agent:  Not
        Applicable

      


      (c) Offices.
        The provisions of Section 10(a) will not apply to this Agreement; neither
        BSFP
        nor the Counterparty have any Offices other than as set forth in the Notices
        Section and BSFP agrees that, for purposes of Section 6(b) of this Agreement,
        it
        shall not in future have any Office other than one in the United
        States.

      


      
        	
                (d)

              	
                Multibranch
                  Party. For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      BSFP
        is
        not a Multibranch Party.

      


      
        	 	
                The
                  Counterparty is not a Multibranch
                  Party.

              


      

      


      (e) Credit
        Support Document. Not applicable for either BSFP or the
        Counterparty.

      


      
        	
                (f)

              	
                Credit
                  Support Provider.

              


      

      


      BSFP:
        Not
        Applicable

      


      The
        Counterparty: Not Applicable

      


      (g) Governing
        Law. The parties to this Agreement hereby agree that the law of the State
        of New
        York shall govern their rights and duties in whole, without regard to the
        conflict of law provisions thereof other than New York General Obligations
        Law
        Sections 5-1401 and 5-1402. 

      


      (h) Severability. If
        any
        term, provision, covenant, or condition of this Agreement, or the application
        thereof to any party or circumstance, shall be held to be invalid or
        unenforceable (in whole or in part) for any reason, the remaining terms,
        provisions, covenants, and conditions hereof shall continue in full force
        and
        effect as if this Agreement had been executed with the invalid or unenforceable
        portion eliminated, so long as this Agreement as so modified continues to
        express, without material change, the original intentions of the parties
        as to
        the subject matter of this Agreement and the deletion of such portion of
        this
        Agreement will not substantially impair the respective benefits or expectations
        of the parties. 

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition. 

      


      (i) Consent
        to Recording. Each party hereto consents to the monitoring or recording,
        at any
        time and from time to time, by the other party of any and all communications
        between officers or employees of the parties, waives any further notice of
        such
        monitoring or recording, and agrees to notify its officers and employees
        of such
        monitoring or recording. 

      


      (j) Waiver
        of
        Jury Trial. Each
        party waives any right it may have to a trial by jury in respect of any
        Proceedings relating to this Agreement or any Credit Support Document.


      


      (k) Set-Off.
        The provisions for Set-off set forth in Section 6(e) of the ISDA Form Master
        Agreement shall not apply for purposes of this Transaction. Notwithstanding
        any
        provision of this Agreement or any other existing or future agreement, each
        party irrevocably waives any and all rights it may have to set off, net,
        recoup
        or otherwise withhold or suspend or condition payment or performance of any
        obligation between it and the other party hereunder against any obligation
        between it and the other party under any other agreements. 

       

      (l) This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

       

      (m) Additional
        Definitional Provisions. 

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

       “Moody’s”
        means Moody’s Investors Service, Inc., or any successor.

      


      
        	 	
                “S&P”
                  means Standard & Poor's Ratings Services, or any
                  successor.

              


      

       

      (n) Additional
        Provisions. The provisions of Sections 5(a)(ii), 5(a)(iii) and 5(a)(iv) shall
        not apply to BSFP or Counterparty.

      


      7)
        "Affiliate": BSFP and Counterparty shall be deemed to not have any Affiliates
        for purposes of this Agreement, including for purposes of Section
        6(b)(ii).

      


      8)
        Additional
        Termination Events.
        Additional Termination Events will apply: (a) If a Rating Agency Downgrade
        has
        occurred and BSFP has not complied with Section 9 below, then an Additional
        Termination Event shall have occurred with respect to BSFP and BSFP shall
        be the
        sole Affected Party with respect to such an Additional Termination Event.
        (b) If
        the Trustee is unable to pay its Class A Certificates or fails or admits
        in
        writing its inability to pay its Class A Certificates as they become due,
        then
        an Additional Termination Event shall have occurred with respect to Counterparty
        and Counterparty shall be the sole Affected Party with respect to such
        Additional Termination Event. (c) If an amendment and/or supplement to the
        Pooling and Servicing Agreement is made without the prior written consent
        of
        BSFP (such consent not to be unreasonably withheld), where such consent is
        required under the Pooling and servicing Agreement, then an Additional
        Termination Event shall have occurred with respect to Counterparty and
        Counterparty shall be the sole Affected Party with respect to such Additional
        Termination Event.

      


      9)
        Rating
        Agency Downgrade.
        In the
        event that BSFP’s long-term unsecured and unsubordinated debt rating is reduced
        below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating
        is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P, the
“Swap Rating Agencies”, and such rating thresholds, “Approved Rating
        Thresholds”), then within 30 days after such rating withdrawal or downgrade
        (unless, within 30 days after such withdrawal or downgrade, each such Swap
        Rating Agency, as applicable, has reconfirmed the rating of the Certificates,
        which was in effect immediately prior to such withdrawal or downgrade), BSFP
        shall, at its own expense, subject to the Rating Agency Condition, either
        (i)
        seek another entity to replace BSFP as party to this Agreement that meets
        or
        exceeds the Approved Rating Thresholds on terms substantially similar to
        this
        Agreement, (ii) obtain a guaranty of, or a contingent agreement of another
        person with the Approved Rating Thresholds, to honor, BSFP’s obligations under
        this Agreement, or (iii) post collateral which will be sufficient to restore
        the
        immediately prior ratings of the Certificates. BSFP’s failure to do any of the
        foregoing shall, at the Counterparty’s option, constitute an Additional
        Termination Event with BSFP as the Affected Party. In the event that BSFP’s
        long-term unsecured and unsubordinated debt rating is withdrawn or reduced
        below
“BBB-” by S&P, then within 10 Business Days after such rating withdrawal or
        downgrade, BSFP shall, subject to the Rating Agency Condition and at its
        own
        expense, either (i) secure another entity to replace BSFP as party to this
        Agreement that meets or exceeds the Approved Rating Thresholds on terms
        substantially similar to this Agreement or (ii) obtain a guaranty of, or
        a
        contingent agreement of another person with the Approved Rating Thresholds,
        to
        honor, BSFP’s obligations under this Agreement. For purposes of this provision,
“Rating Agency Condition” means, with respect to any particular proposed act or
        omission to act hereunder that the party acting or failing to act must consult
        with each of the Swap Rating Agencies then providing a rating of the
        Certificates and any Notes and receive from each of the Swap Rating Agencies
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of the
        Certificates.

      


      10)
        Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
        the
        end thereof the following subsection (g): 

      


      “(g) Relationship
        Between Parties.
        

      


      
        	 	 	
                Each
                  party represents to the other party on each date when it enters
                  into a
                  Transaction that:--

              


      

      


      (1)
        Nonreliance.
        (i) It
        is not relying on any statement or representation of the other party regarding
        the Transaction (whether written or oral), other than the representations
        expressly made in this Agreement or the Confirmation in respect of that
        Transaction and (ii) it has consulted with its own legal, regulatory, tax,
        business, investment, financial and accounting advisors to the extent it
        has
        deemed necessary, and it has made its own investment, hedging and trading
        decisions based upon its own judgment and upon any advice from such advisors
        as
        it has deemed necessary and not upon any view expressed by the other
        party.

       

      (2)
        Evaluation
        and Understanding.
        

      


      (i)
        It
        has the capacity to evaluate (internally or through independent professional
        advice) the Transaction and has made its own decision subject to Section
        6(n) of
        this Agreement to enter into the Transaction; and

      


      (ii)
        It
        understands the terms, conditions and risks of the Transaction and is willing
        and able to accept those terms and conditions and to assume those risks,
        financially and otherwise. 

      


      (3)
        Purpose.
        It is
        entering into the Transaction for the purposes of managing its borrowings
        or
        investments, hedging its underlying assets or liabilities or in connection
        with
        a line of business. 

      


      (4)
        Status
        of Parties.
        The
        other party is not acting as an agent, fiduciary or advisor for it in respect
        of
        the Transaction.

      


      (5)
        Eligible
        Contract Participant.
        It
        constitutes an “eligible contract participant” as such term is defined in
        Section 1(a)12 of the Commodity Exchange Act, as amended.”

      


      11)
        Non-Recourse.
        Notwithstanding any provision herein or in the ISDA Form Master Agreement
        to the
        contrary, the obligations of Counterparty hereunder are limited recourse
        obligations of Counterparty, payable solely from the Derivative Account and
        the
        proceeds thereof, in accordance with the terms of the Pooling and Servicing
        Agreement. In the event that the Derivative Account and proceeds thereof
        should
        be insufficient to satisfy all claims outstanding and following the realization
        of the Derivative Account and the proceeds thereof, any claims against or
        obligations of Counterparty under the ISDA Form Master Agreement or any other
        confirmation thereunder still outstanding shall be extinguished and thereafter
        not revive. The Supplemental Interest Trust Trustee shall not have liability
        for
        any failure or delay in making a payment hereunder to BSFP due to any failure
        or
        delay in receiving amounts in the Derivative Account from the Trust created
        pursuant to the Pooling and Servicing Agreement.

      


      12) Transfer,
        Amendment and Assignment.
        No
        transfer, amendment, waiver, supplement, assignment or other modification
        of
        this Transaction shall be permitted by either party unless (a) Moody’s and
        S&P have been provided prior notice of the same and confirms in writing
        (including by facsimile transmission) that it will not downgrade, withdraw
        or
        otherwise modify its then-current ratings of the Certificates, (b) neither
        an
        Event of Default with respect to the transferee nor a Termination Event would
        exist immediately after that transfer, amendment, waiver, supplement, assignment
        or other modification, and (c) as of the time of the transfer, amendment,
        waiver, supplement, assignment or other modification, such act would not
        cause
        any payments under the Transaction to become subject to withholding
        tax.

       

      13)
        Proceedings.
        BSFP
        shall not institute against or cause any other person to institute against,
        or
        join any other person in instituting against Counterparty, any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings, or other
        proceedings under any federal or state bankruptcy or similar law for a period
        of
        one year and one day (or, if longer, the applicable preference period) following
        payment in full of the Certificates 

      


      14)
        Regulation
        AB Compliance.
        BSFP and
        Counterparty agree that the terms of the Item 1115 Agreement, dated as of
        January 30, 2006 (the “Regulation AB Agreement”), among Countrywide Home Loans,
        Inc., CWABS, Inc., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and Bear Stearns
        Financial Products Inc. shall be incorporated by reference into this Agreement
        so that Counterparty shall be an express third party beneficiary of the
        Regulation AB Agreement. A copy of the Regulation AB Agreement is attached
        hereto as Annex A.

      


      15)
        Assignment.
        BSFP
        will not unreasonably withhold or delay its consent to an assignment of this
        Agreement to any other third party.

      


      16)
        Swap
        Contract Administration Agreement.
        BSFP
        shall be an express third party beneficiary of the Swap Contract Administration
        Agreement, dated as of March 30, 2006 (the “Swap Contract Administration
        Agreement”), between The Bank of New York, as Swap Contract Administrator, and
        Countrywide Home Loans, Inc. A copy of the Swap Contract Administration
        Agreement is attached hereto as Annex B.

       

      NEITHER
        THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
        STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT
        PROVIDER ON THIS AGREEMENT.

      
 

      
        
          	
                  5.

                	
                  Account
                    Details and

                	 
	 	
                  Settlement
                    Information:

                	
                  Payments
                    to BSFP:

                
	 	 	
                  Citibank,
                    N.A., New York

                
	 	 	
                  ABA
                    Number: 021-0000-89, for the account of

                
	 	
                  .

                	
                  Bear,
                    Stearns Securities Corp

                
	 	 	
                  Account
                    Number: 0925-3186, for further credit to

                
	 	 	
                  Bear
                    Stearns Financial Products Inc.

                
	 	 	
                  Sub-account
                    Number: 102-04654-1-3

                
	 	 	
                  Attention:
                    Derivatives Department

                
	 	 	 
	 	 	
                  Payments
                    to Counterparty:

                
	 	 	
                  See
                    Novation Agreement

                


        

      

       

      
        This
          Agreement may be executed in several counterparts, each of which shall
          be deemed
          an original but all of which together shall constitute one and the same
          instrument.

      

      


      Counterparty
        hereby agrees to check this Confirmation and to confirm that the foregoing
        correctly sets forth the terms of the Transaction by signing in the space
        provided below and returning to BSFP a facsimile of the fully-executed
        Confirmation to 212-272-9857.
        For
        inquiries regarding U.S. Transactions, please contact Susan
        Donlon by
        telephone at 212-272-2364.
        For
        all
        other inquiries please contact Derivatives
        Documentation by
        telephone at
        353-1-402-6233.
        Originals will be provided for your execution upon your request.

      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      


      By: _______________________________ 

      Name:   

      Title:     

      


      Counterparty,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the Trade Date.

      


      COUNTRYWIDE
        HOME LOANS, INC.

       

      By: _______________________________
        

       

      Name: 

      Title:

      


      


      lm

      
 

      SCHEDULE
        I

       

      (where
        for the purposes of (i) determining Floating Amounts, all such dates subject
        to
        adjustment in accordance with the Business Day Convention and (ii) determining
        Fixed Amounts, all such dates subject to No Adjustment.) 

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount

                (USD)

              
	
                Effective
                  Date

              	
                25-April-06

              	
                404,425,080
                  

              
	
                25-April-06

              	
                25-May-06

              	
                398,375,534
                  

              
	
                25-May-06

              	
                25-Jun-06

              	
                391,856,436
                  

              
	
                25-Jun-06

              	
                25-Jul-06

              	
                384,880,525
                  

              
	
                25-Jul-06

              	
                25-Aug-06

              	
                384,436,406
                  

              
	
                25-Aug-06

              	
                25-Sep-06

              	
                383,992,287
                  

              
	
                25-Sep-06

              	
                25-Oct-06

              	
                383,548,168
                  

              
	
                25-Oct-06

              	
                25-Nov-06

              	
                383,104,049
                  

              
	
                25-Nov-06

              	
                25-Dec-06

              	
                382,659,929
                  

              
	
                25-Dec-06

              	
                25-Jan-07

              	
                382,215,810
                  

              
	
                25-Jan-07

              	
                25-Feb-07

              	
                381,771,692
                  

              
	
                25-Feb-07

              	
                25-Mar-07

              	
                381,327,572
                  

              
	
                25-Mar-07

              	
                25-Apr-07

              	
                370,053,490
                  

              
	
                25-Apr-07

              	
                25-May-07

              	
                356,665,437
                  

              
	
                25-May-07

              	
                25-Jun-07

              	
                343,513,138
                  

              
	
                25-Jun-07

              	
                25-Jul-07

              	
                331,024,490
                  

              
	
                25-Jul-07

              	
                25-Aug-07

              	
                319,174,092
                  

              
	
                25-Aug-07

              	
                25-Sep-07

              	
                307,936,974
                  

              
	
                25-Sep-07

              	
                25-Oct-07

              	
                297,289,098
                  

              
	
                25-Oct-07

              	
                25-Nov-07

              	
                283,383,089
                  

              
	
                25-Nov-07

              	
                25-Dec-07

              	
                264,424,082
                  

              
	
                25-Dec-07

              	
                25-Jan-08

              	
                245,591,502
                  

              
	
                25-Jan-08

              	
                25-Feb-08

              	
                228,171,855
                  

              
	
                25-Feb-08

              	
                25-Mar-08

              	
                212,055,776
                  

              
	
                25-Mar-08

              	
                25-Apr-08

              	
                197,142,516
                  

              
	
                25-Apr-08

              	
                25-May-08

              	
                185,379,903
                  

              
	
                25-May-08

              	
                25-Jun-08

              	
                172,470,384
                  

              
	
                25-Jun-08

              	
                25-Jul-08

              	
                170,088,959
                  

              
	
                25-Jul-08

              	
                25-Aug-08

              	
                154,249,125
                  

              
	
                25-Aug-08

              	
                25-Sep-08

              	
                146,960,259
                  

              
	
                25-Sep-08

              	
                25-Oct-08

              	
                142,003,406
                  

              
	
                25-Oct-08

              	
                25-Nov-08

              	
                136,769,127
                  

              
	
                25-Nov-08

              	
                25-Dec-08

              	
                131,673,568
                  

              
	
                25-Dec-08

              	
                25-Jan-09

              	
                126,811,178
                  

              
	
                25-Jan-09

              	
                25-Feb-09

              	
                122,172,328
                  

              
	
                25-Feb-09

              	
                25-Mar-09

              	
                117,747,766
                  

              
	
                25-Mar-09

              	
                25-Apr-09

              	
                112,739,976
                  

              
	
                25-Apr-09

              	
                25-May-09

              	
                107,929,354
                  

              
	
                25-May-09

              	
                25-Jun-09

              	
                103,360,284
                  

              
	
                25-Jun-09

              	
                25-Jul-09

              	
                98,984,240
                  

              
	
                25-Jul-09

              	
                25-Aug-09

              	
                94,793,077
                  

              
	
                25-Aug-09

              	
                25-Sep-09

              	
                90,778,997
                  

              
	
                25-Sep-09

              	
                Termination
                  Date

              	
                86,934,532
                  

              


      

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
              


            

          

        




    

    EXHIBIT
      V-1

     

    FORM
      OF
      SWAP CONTRACT ASSIGNMENT AGREEMENT

     

    

      [Missing
        Graphic Reference]

      


      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK,
        NEW YORK 10179

      212-272-4009

      


      


      
        	
                DATE:

              	
                March
                  30, 2006

              
	 	 
	
                TO:

              	
                Countrywide
                  Home Loans, Inc.

              
	
                ATTENTION:

              	
                Mr.
                  Paul Liu

              
	
                TELEPHONE:

              	
                818-225-3279

              
	
                FACSIMILE:

              	
                818-225-4099

              
	 	 
	
                TO:

              	
                The
                  Bank of New York, not in its individual capacity, but solely as
                  Swap
                  Contract Administrator under the Swap Contract Administration
                  Agreement

              
	
                ATTENTION:

              	
                AnnMarie
                  Cassano

              
	
                TELEPHONE:

              	
                212-815-8318

              
	
                FACSIMILE:

              	
                212-815-3986

              
	 	 
	
                FROM:

              	
                Derivatives
                  Documentation

              
	
                TELEPHONE:

              	
                212-272-2711
                  

              
	
                FACSIMILE: 

              	
                212-272-9857

              
	 	 
	
                REFERENCE
                  NUMBER(S):

              	
                FXCWL06BC1

              


      

      


      


      NOVATION
        AGREEMENT

      


      dated
        as
        of March 30, 2006, among:

      


      Bear
        Stearns Financial Products Inc. (the “Remaining
        Party”),
        

      


      Countrywide
        Home Loans, Inc. (the “Transferor”)
        

      


      AND

      


      The
        Bank
        of New York, not in its individual capacity, but solely as Swap Contract
        Administrator under the Swap Contract Administration Agreement (the
“Transferee”),
        pursuant to the Swap Contract Administration Agreement, dated and effective
        as
        of March 30, 2006, by and among Countrywide Home Loans, Inc., The Bank of
        New
        York, as Swap Contract Administrator or CWABS Inc., Asset-Backed Certificate
        Series 2006-BC1 (the “Swap Contract Administrator”), and The Bank of New York,
        as Trustee (the “Trustee”) (the “Swap Contract Administration Agreement”)
        attached hereto Exhibit B.

      


      Transferor
        and Remaining Party have entered into a Transaction as identified in the
        attached Schedule A (the “Old
        Transaction”),
        evidenced by a Confirmation (the “Old
        Confirmation”)
        attached hereto as Exhibit A, subject to a 1992 ISDA Master Agreement (as
        defined below) as described in paragraph 1 of page 1 of the Old Confirmation
        (the “Old
        Agreement”).
        

      


      With
        effect from and including March 30, 2006 (the “Novation Date”),
        Transferor wishes to transfer by novation to Transferee, and Transferee wishes
        to accept the transfer by novation of, all the rights, liabilities, duties
        and
        obligations of Transferor under and in respect of the Old Transaction, with
        the
        effect that Remaining Party and Transferee enter into a new transaction (the
        “New
        Transaction”)
        between them having terms identical to those of the Old Transaction, as more
        particularly described below, but with the modifications provided for herein.
        

      


      Remaining
        Party wishes to accept Transferee as its sole counterparty with respect to
        the
        New Transaction. 

      


      Transferor
        and Remaining Party wish to have released and discharged, as a result and
        to the
        extent of the transfer described above, their respective obligations under
        and
        in respect of the Old Transaction.

      


      Accordingly,
        the parties agree as follows: ---

      


      1. Definitions.

      


      Terms
        defined in the ISDA Master Agreement (Multicurrency-Cross Border) as published
        in 1992 by the International Swaps and Derivatives Association, Inc., (the
        “1992
        ISDA Master Agreement”)
        are
        used herein as so defined, unless otherwise provided herein.

      


      2. Transfer,
        Release, Discharge and Undertakings. 

      


      With
        effect from and including the Novation Date and in consideration of the mutual
        representations, warranties and covenants contained in this Novation Agreement
        and other good and valuable consideration (the receipt and sufficiency of
        which
        are hereby acknowledged by each of the parties):

      


      
        	(a)	
              	
                Remaining
                  Party and Transferor are each released and discharged from further
                  obligations to each other with respect to the Old Transaction and
                  their
                  respective rights against each other thereunder are cancelled,
                  provided
                  that such release and discharge shall not affect any rights, liabilities
                  or obligations of Remaining Party or Transferor with respect to
                  payments
                  or other obligations due and payable or due to be performed on
                  or prior to
                  the Novation Date, and all such payments and obligations shall
                  be paid or
                  performed by Remaining Party or Transferor in accordance with the
                  terms of
                  the Old Transaction; provided further, for the avoidance of doubt,
                  Transferee shall not be liable with respect to payments or other
                  obligations due and payable or due to be performed under the Old
                  Transactions on or prior to the Novation
                  Date;

              


      

      


      
        	(b)	 	
                in
                  respect of the New Transaction, Transferee (pursuant to the Swap
                  Contract
                  Administration Agreement) and Remaining Party each undertake liabilities
                  and obligations towards the other and acquire rights against each
                  other
                  identical in their terms to the Old Transaction (and, for the avoidance
                  of
                  doubt, as if Transferee were Transferor and with Remaining Party
                  Remaining
                  Party, save for any rights, liabilities or obligations of Remaining
                  Party
                  or Transferor with respect to payments or other obligations due
                  and
                  payable or due to be performed on or prior to the Novation Date);
                  

              


      

      


      
        	(c)	
              	
                the
                  New Transaction shall be governed by and form part of an agreement
                  in the
                  form of a 1992 ISDA Master Agreement between Remaining Party and
                  Transferee as if the parties had executed on March 30, 2006, a
                  1992 ISDA
                  Master Agreement (with a Schedule incorporating Section 4 of the
                  Old
                  Confirmation, as amended pursuant to this Novation Agreement (the
                  “New
                  Agreement”),
                  and the relevant Old Confirmation shall be deemed to be a Confirmation
                  (the “New Confirmation”) between Remaining Party and Transferee); and
                  

              


      

      


      
        	(d)	 	
                it
                  is expressly understood and agreed by the parties hereto that insofar
                  as
                  this Novation Agreement is executed by Transferee, (i) this Novation
                  Agreement is executed and delivered by The Bank of New York, not
                  in its
                  individual capacity, but solely as Swap Contract Administrator
                  under the
                  Swap Contract Administration Agreement, in the exercise of powers
                  and
                  authority conferred and vested in it thereunder, (ii) each of the
                  representations, undertakings and agreements herein made on behalf
                  of the
                  account created under the Swap Contract Administration Agreement
                  is made
                  and intended not as personal representations of the Swap Contract
                  Administrator but is made and intended for the purpose of binding
                  only
                  such account, and (iii) under no circumstances shall The Bank of
                  New York
                  in its individual capacity be personally liable for the payment
                  of any
                  indebtedness or expenses or be liable for the breach or failure
                  of any
                  obligation, representation, warranty or covenant made or undertaken
                  under
                  this Novation Agreement. Transferor agrees to indemnify and hold
                  harmless
                  the Swap Contract Administrator with respect to any and all claims
                  under
                  the Old Transaction.

              


      

      


      


      3. Representations
        and Warranties.

      


      (a)     
        On
        the
        date of this Novation Agreement:

      


      (i) Each
        of
        the parties makes to each of the other parties those representations and
        warranties set forth in Section 3(a) of the 1992 ISDA Master Agreement with
        references in such Section to “this Agreement” or “any Credit Support Document”
being deemed references to this Novation Agreement alone.

      


      (ii) Remaining
        Party and Transferor each makes to the other and Remaining Party and Transferee
        each makes to the other the representation set forth in Section 3(b) of the
        1992
        ISDA Master Agreement, in the former case with respect to the Old Agreement,
        and
        in the latter case with respect to the New Agreement and taking into account
        the
        parties entering into and performing their obligations under this Novation
        Agreement. 

      


      (iii) Each
        of
        Transferor and Remaining Party represents and warrants to each other and
        to
        Transferee that : 

      


      (A) it
        has
        made no prior transfer (whether by way of security or otherwise) of the Old
        Agreement or any interest or obligation in or under the Old Agreement or
        in
        respect of the Old Transaction; and

      


      (B) as
        of the
        Novation Date, all obligations of Transferor and Remaining Party under the
        Old
        Transaction required to be performed on or before the Novation Date have
        been
        fulfilled.

      


      
        	(b)	 	
                Subject
                  to its obligations under the Swap Contract Administration Agreement,
                  Transferor makes no representation or warranty and does not assume
                  any
                  responsibility with respect to the legality, validity, effectiveness,
                  adequacy or enforceability of any New Transaction or the New Agreement
                  or
                  any documents relating thereto and assumes no responsibility for
                  the
                  condition, financial or otherwise, of Remaining Party, Transferee
                  or any
                  other person or for the performance and observance by Remaining
                  Party,
                  Transferee or any other person of any of its obligations under
                  any New
                  Transaction or the New Agreement or any document relating thereto
                  and any
                  and all such conditions and warranties, whether express or implied
                  by law
                  or otherwise, are hereby excluded.

              


      

      


      4. Counterparts.
        

      


      This
        Novation Agreement (and each amendment, modification and waiver in respect
        of
        it) may be executed and delivered in counterparts (including by facsimile
        transmission), each of which
        will be deemed an original.

      


      5. Costs
        and Expenses. 

      


      The
        parties will each pay their own costs and expenses (including legal fees)
        incurred in connection with this Novation Agreement and as a result of the
        negotiation, preparation and execution of this Novation Agreement.

      


      
        	
                6.

              	
                Amendments. 

              


      

      


      No
        amendment, modification or waiver in respect of this Novation Agreement will
        be
        effective unless in writing (including a writing evidenced by a facsimile
        transmission) and executed by each of the parties or confirmed by an exchange
        of
        telexes or electronic messages on an electronic messaging system.

      


      
        	
                7.

              	
                (a)

              	
                Governing
                  Law. 

              


      

      


      This
        Novation Agreement will be governed by and construed in accordance with the
        laws
        of the State of New York without reference to the conflict of laws provisions
        thereof other than New York General Obligations Laws Sections 5-1401 and
        5-1402.

      


      
        	 	
                (b)

              	
                Jurisdiction.
                  

              


      

      


      The
        terms
        of Section 13(b) of the 1992 ISDA Master Agreement shall apply to this Novation
        Agreement with references in such Section to “this Agreement” being deemed
        references to this Novation Agreement alone.

      


      8. Notices.

      


      For
        the
        purposes of this Novation Agreement and Section 12(a) of the New Agreement,
        the
        addresses for notices or communications are as follows: (i) in the case of
        Transferor, Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas,
        California 91302, Attention: Paul Liu, with a copy to the same address,
        Attention: Legal Department,
        or such
        other address as may be hereafter furnished in writing to Transferee and
        Remaining Party; (ii) in the case of Transferee Address: The Bank of New
        York,
        101 Barclay Street - 8W, New York, New York 10286 Attention:
        AnnMarie
        Cassano,
        Facsimile: (212)
        815-3986, Phone: (212)
        815-8318, or such other address as may be hereafter furnished in writing
        to
        Transferor and Remaining Party; and (iii) in the case of Remaining Party,
        as
        specified in the Old Confirmation, or such other address as may be hereafter
        furnished in writing to Transferor and Transferee.

      


      9. Payments.

      


      All
        payments remitted by Remaining Party under the New Transaction shall be made
        by
        wire transfer according to the following instructions:

      


      The
        Bank
        of New York 

      New
        York,
        NY 

      ABA
        #
        021-000-018 

      GLA
        #
        111-565 

      For
        Further Credit: TAS A/C 580155

      Attn:
        AnnMarie Cassano 

      Phone
        #
        212-815-8318 

      


      10. Optional
        Termination.
        

      


      Upon
        the
        occurrence of an Optional Termination pursuant to Section 9.01 of the Pooling
        and Servicing Agreement dated as of March 1, 2006, among CWABS, Inc. as
        Depositor, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
        Countrywide Home Loans, Inc. as a Seller, Countrywide Home Loans Servicing
        LP,
        as Master Servicer, and The Bank of New York, as Trustee (the “Pooling and
        Servicing Agreement”):

      


      (a)
        Transferee hereby assigns all of its rights and delegates all of its liabilities
        and obligations to Countrywide Home Loans, Inc., and Countrywide Home Loans,
        Inc. hereby assumes all of Transferee’s rights, liabilities, and obligations,
        under the New Transaction and the New Confirmation arising on or after the
        final
        Distribution Date under the Pooling and Servicing Agreement (such date, the
        “Optional Termination Distribution Date”; such transaction and confirmation,
        collectively, the “Assigned Transaction”). The Assigned Transaction shall be
        governed by and form part of an agreement in the form of a 1992 ISDA Master
        Agreement between Remaining Party and Countrywide Home Loans, Inc., dated
        as of
        December 10, 1993, as amended and supplemented from time to time. Remaining
        Party hereby consents to the assignment and delegation by Transferee of all
        of
        its rights, liabilities, and obligations under the Assigned Transaction to
        Countrywide Home Loans, Inc. under the Assigned Transaction pursuant to this
        Novation Agreement;

      


      (b)
        Remaining Party and Transferee hereby release one another from all liabilities
        and obligations owed under and in respect of the Assigned Transaction and
        the
        New Confirmation, and Transferee hereby terminates its rights under and in
        respect of the Assigned Transaction;

      


      (c)
        Countrywide Home Loans, Inc. and Remaining Party hereby agree that the New
        Confirmation shall be amended as follows:

      


      (1)
        the
        definition of Notional Amount in the New Confirmation shall be deleted in
        its
        entirety and replaced with the following:

      


      “With
        respect to each remaining Calculation Period, the amount set forth for such
        period in Schedule A attached hereto multiplied by a factor, determined at
        the
        time of the Optional Termination, equal to the quotient of (i) the Notional
        Amount for the Calculation Period ending on or about the Optional Termination
        Distribution Date (which, for the avoidance of doubt, was an amount equal
        to the
        lesser of (a) the amount set forth for such Calculation Period in Schedule
        A
        attached hereto and (b) the aggregate Certificate Principal Balance of the
        Class
        A, Class M and Class B Certificates immediately prior to the Optional
        Termination Distribution Date) divided by (ii) the amount set forth for such
        Calculation Period in Schedule A attached hereto.”

      


      (2)
        Section 4 (other than Section 4(1)) of the New Confirmation shall be deleted
        in
        its entirety; and

      


      (d)
        Remaining Party hereby agrees that Countrywide Home Loans, Inc. may do one
        of
        the following with the Assigned Transaction and the New
        Confirmation:

      


      (i)
        retain such Assigned Transaction and New Confirmation;

      


      (ii)
        further assign all of its rights and delegate all of its liabilities and
        obligations under the Assigned Transaction to a third party, such assignment
        and
        delegation to be effective upon the receipt of written consent thereto from
        Remaining Party (in its sole and absolute discretion); or

       

      (iii)
        terminate the Assigned Transaction by giving three Business Days’ prior written
        notice to Remaining Party (the “Optional Swap Termination”). In connection with
        the Optional Swap Termination, if any, a termination payment (if any) shall
        be
        payable by Countrywide Home Loans, Inc. or Remaining Party, as applicable,
        as
        determined by the Calculation Agent by the application of Section 6(e)(ii)
        of
        the Agreement, with Market Quotation and Second Method being the applicable
        method for determining the termination payment. The exercise of the right
        to
        terminate under this provision shall not be an Event of Default under any
        of the
        other Transactions that are part of the Old Agreement or the New Agreement.
        For
        purposes of the Optional Swap Termination, Countrywide Home Loans, Inc. shall
        be
        the sole Affected Party.

      


      If
        Countrywide Home Loans, Inc. exercises its right to retain the Assigned
        Transaction pursuant to Section 10(d)(i) of this Novation Agreement, then
        Bear
        Stearns Financial Products Inc. has the right to assign all of its rights
        and
        delegate all of its liabilities and obligations under the Assigned Transaction
        to a subsidiary of The Bear Stearns Companies, Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF the parties have executed this Novation Agreement on the
        respective dates specified below with effect from and including the Novation
        Date.

      


      
        
          	Bear Stearns Financial Products
                  Inc	 	Countrywide Home Loans, Inc.
	 	 	 
	By: ............................................	 	By: ..................................................
	
                  Name:

                	 	
                  Name:

                
	
                  Title:

                	 	
                  Title:

                
	
                  Date:
                    March 30, 2006 

                	 	
                  Date:
                    March 30, 2006

                


        

      

       

       

      The
        Bank
        of New York, not in its individual capacity, but solely as Swap Contract
        Administrator under the Swap Contract Administration Agreement

       

      By:
        .............................................

      Name:   

      Title:    

      Date:
        March 30, 2006  

       

      Schedule
        A 

      


      Transaction
        between Bear Stearns Financial Products Inc. and Countrywide Home Loans,
        Inc.

      


      


      Trade
        Date March 7, 2006, BSFP Reference Number FXCWL06BC1

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        A

      


      The
        Old
        Confirmation

      EXHIBIT
        B

      


      Swap
        Contract Administration Agreement, dated and effective as of March 30, 2006,
        by
        and among Countrywide Home Loans, Inc., The Bank of New York, as Swap Contract
        Administrator , and The Bank of New York, as Trustee

       

       

      


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      V-2

     

    FORM
      OF
      SWAP CONTRACT ADMINISTRATION AGREEMENT

     

    

       

      SWAP
        CONTRACT ADMINISTRATION AGREEMENT

       

      This
        SWAP
        CONTRACT ADMINISTRATION AGREEMENT, dated as of March 30, 2006 (this
“Agreement”),
        among
        THE BANK OF NEW YORK (“BNY”),
        as
        Swap Contract Administrator (in such capacity, the “Swap
        Contract Administrator”)
        and
        not in its individual or corporate capacity but solely as Trustee under the
        Pooling and Servicing Agreement referred to below (in such capacity, the
        “Trustee”),
        and
        COUNTRYWIDE HOME LOANS, INC. (“CHL”).

       

      WHEREAS,
        CHL is a party to an interest rate swap agreement between CHL and Bear Stearns
        Financial Products, Inc. (the “Counterparty”),
        with
        a Trade Date of March 30, 2006 and a reference number of: FXCWL06BC1 (the
        “Swap
        Contract”),
        a
        copy of which is attached to this Agreement at Exhibit A;

       

      WHEREAS,
        CHL is conveying certain mortgage loans and other related assets to a trust
        fund
        (the “Trust
        Fund”)
        created pursuant to a Pooling and Servicing Agreement, dated as of March
        1, 2006
        (the “Pooling
        and Servicing Agreement”),
        among
        CWABS Inc., as depositor, CHL, as a seller, Park Monaco Inc., as a seller,
        Park
        Sienna LLC, as a seller, Park Granada LLC, as a seller, Countrywide LFT LLC,
        as
        a seller, Countrywide Home Loans Servicing LP, as master servicer (the
“Master
        Servicer”),
        and
        the Trustee, with respect to the CWABS Asset-Backed Certificates, Series
        2006-BC1; 

       

      WHEREAS,
        simultaneously with the execution and delivery of this Agreement, CHL is
        assigning all of its rights, and delegating all of its duties and obligations
        (other than its obligation to pay the Upfront Amount (as defined in the Swap
        Contract)), under the Swap Contract to the Swap Contract Administrator, pursuant
        to the Assignment Agreement, dated as of the date hereof (the “Assignment
        Agreement”),
        among
        CHL, as assignor, the Swap Contract Administrator, as assignee, and the
        Counterparty;

       

      WHEREAS,
        the parties hereto desire that the Trustee make remittances to the Swap Contract
        Administrator as contemplated by and to the extent provided in the Pooling
        and
        Servicing Agreement to cover payments due to the Counterparty under the Swap
        Contract;

       

      WHEREAS,
        CHL desires that the Net Payments (as defined below) payable by the Counterparty
        on the Swap Contract be distributed to the Trustee under the Pooling and
        Servicing Agreement to be applied for the purposes specified in the Pooling
        and
        Servicing Agreement and that the Excess Payments (as defined below) on the
        Swap
        Contract be distributed to CHL;

       

      WHEREAS,
        CHL and the Trustee desire to appoint the Swap Contract Administrator, and
        the
        Swap Contract Administrator desires to accept such appointment, to distribute
        funds received under the Swap Contract to the Trustee and to CHL as provided
        in
        this Agreement, and, in the case of a NIM Issuance, to distribute Excess
        Payments in accordance with the related Swap Excess Assignment Agreement
        (each
        as defined below).

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained in this Agreement,
        and for other good and valuable consideration, the receipt and adequacy of
        which
        are hereby acknowledged, the parties agree as follows: 

       

      1.  Definitions.
        Capitalized terms used but not otherwise defined in this Agreement shall
        have
        the respective meanings assigned thereto in the Pooling and Servicing
        Agreement.

       

      Benefited
        Certificates:
        The
        Class A Certificates and the Subordinate Certificates.

       

      Excess
        Payment:
        For any
        Distribution Date on or prior to the Swap Contract Termination Date and as
        to
        which the Swap Contract or a replacement swap contract is in effect, an amount
        equal to the excess, if any, of (i) the Net Swap Payment (as defined in the
        Pooling and Servicing Agreement) received by the Swap Contract Administrator
        from the Counterparty with respect to such Distribution Date over (ii) the
        Net
        Payment for such Distribution Date. For any Distribution Date on or prior
        to the
        Swap Contract Termination Date but only if neither the Swap Contract nor
        a
        replacement swap contract is in effect, zero. For any Distribution Date after
        the Swap Contract Termination Date, an amount equal to all remaining funds
        on
        deposit in the Swap Administration Account.

       

      Indenture
        Trustee:
        With
        respect to a NIM Issuance (if any), the indenture trustee under the indenture
        pursuant to which the notes related to such NIM Issuance are
        issued.

       

      ISDA
        Credit Support Annex:
        An ISDA
        Credit Support Annex negotiated and established as provided in Section
        5.

       

      Net
        Payment:
        With
        respect to any Distribution Date on or prior to the Swap Contract Termination
        Date, an amount equal to the sum of (i) any Current Interest and Interest
        Carry
        Forward Amounts in respect of the Benefited Certificates, (ii) any Net Rate
        Carryover in respect of the Benefited Certificates, (iii) any Unpaid Realized
        Loss Amounts in respect of the Benefited Certificates and (iv) any
        Overcollateralization Deficiency Amount, in each case remaining unpaid (or
        in
        the case of Overcollateralization Deficiency Amount, remaining) following
        the
        distribution to the Benefited Certificates of Excess Cashflow pursuant to
        Section 4.04(c) of the Pooling and Servicing Agreement. With respect to any
        Distribution Date after the Swap Contract Termination Date, zero.

       

      NIM
        Issuance:
        An
        issuance by a NIM Trust, on or after the date hereof, of asset-backed notes
        secured by the Class C Certificates and/or Class P Certificates.

       

      NIM
        Trust:
        A
        Delaware statutory trust or other special-purpose entity that is the issuer
        of
        the securities issued in connection with a NIM Issuance (if any).

       

      Responsible
        Officer:
        When
        used with respect to the Swap Contract Administrator, any Vice President,
        any
        Assistant Vice President, the Secretary, any Assistant Secretary, any Trust
        Officer or any other officer of the Swap Contract Administrator 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.

       

      Swap
        Administration Account:
        The
        separate account created and maintained by the Swap Contract Administrator
        pursuant to Section 3 with a depository institution in the name of the Swap
        Contract Administrator for the benefit of the Counterparty, CHL and the Trustee
        on behalf of the Holders of the Benefited Certificates and designated “The Bank
        of New York for Countrywide Home Loans, Inc., Bear Stearns Financial Products,
        Inc. and certain registered Holders of CWABS, Inc., Asset-Backed Certificates,
        Series 2006-BC1”. Funds in the Swap Administration Account shall be held for the
        Counterparty, CHL and the Trustee on behalf of the Holders of the Benefited
        Certificates as set forth in this Agreement.

       

      Swap
        Excess Assignment Agreement:
        With
        respect to a NIM Issuance (if any), an agreement executed on or after the
        date
        hereof by CHL, the related NIM Trust and the Swap Contract Administrator
        (in
        form and substance reasonably satisfactory to the Swap Contract Administrator),
        pursuant to which rights to receive certain portions of Excess Payments shall
        be
        assigned to such NIM Trust and pursuant to which the Swap Contract Administrator
        shall agree to distribute Excess Payments to the related Indenture Trustee
        and
        CHL (in accordance with the terms of such agreement).

       

      2.     
          Appointment
        of Swap Contract Administrator.

       

      CHL
        and
        the Trustee hereby appoint BNY to serve as Swap Contract Administrator pursuant
        to this Agreement and pursuant to the related Swap Excess Assignment Agreement
        (if any). The Swap Contract Administrator accepts such appointment, acknowledges
        the transfer and assignment to it of CHL’s rights and obligations under the Swap
        Contract pursuant to the Assignment Agreement. The Swap Contract Administrator
        agrees to exercise the rights referred to above for the benefit of CHL, the
        Trustee and the Counterparty and to perform the duties set forth in this
        Agreement. In the event of a NIM Issuance, the Swap Contract Administrator
        further agrees to perform the duties set forth in the related Swap Excess
        Assignment Agreement for the benefit of CHL, the related NIM Trust and the
        related Indenture Trustee.

       

      
        	3.	
                Receipt
                  of Funds; Swap Administration
                  Account.

              


      

       

      The
        Swap
        Contract Administrator hereby agrees to receive (i) on behalf of CHL and
        the
        Trustee, all amounts paid by the Counterparty under the Swap Contract and
        (ii)
        on behalf of the Counterparty, all amounts remitted by the Trustee pursuant
        to
        the Pooling and Servicing Agreement for payment to the Counterparty. The
        Swap
        Contract Administrator shall establish and maintain a Swap Administration
        Account into which the Swap Contract Administrator shall deposit or cause
        to be
        deposited on the Business Day of receipt, (x) all amounts remitted by the
        Trustee for payment to the Counterparty pursuant to the Swap Contract and
        (y)
        all amounts payable by the Counterparty under the Swap Contract. All funds
        deposited in the Swap Administration Account shall be held for the benefit
        of
        the Counterparty, CHL and the Trustee on behalf of the Holders of the Benefited
        Certificates until withdrawn in accordance with this Section 3. The Swap
        Administration Account shall be an “Eligible Account” as defined in the Pooling
        and Servicing Agreement.

       

      Funds
        in
        the Swap Administration Account shall remain uninvested.

       

      The
        Swap
        Contract Administrator shall give at least 30 days’ advance notice to the
        Counterparty, CHL and the Trustee of any proposed change of location of the
        Swap
        Administration Account prior to any change thereof.

       

      
        	4.	
                Calculations;
                  Distribution of Payments; Delivery of
                  Notices.

              


      

       

      The
        Swap
        Contract Administrator hereby agrees to make payments based on the information
        provided by the Trustee and the Counterparty, and the Swap Contract
        Administrator shall, absent manifest error, be entitled to rely on information
        provided by the Trustee and the Counterparty.

       

      On
        the
        Business Day of receipt of any payment from the Counterparty, the Swap Contract
        Administrator shall withdraw the amount of such payment from the Swap
        Administration Account and distribute such amounts sequentially, as
        follows:

       

      	(a)  	
              first,
                to the Trustee for deposit into the Swap Account, the applicable
                Net
                Payment; and

            


       

      	(b)  	
              second,
                to CHL, the applicable Excess Payment, in accordance with the following
                wiring instructions:

            


       

      
        	
                 

              	
                Bank:

              	
                Bank
                  of New York

              
	 	
                Account
                  Name:

              	
                Countrywide
                  Home Loans

              
	 	
                Account
                  No:

              	
                8900038632
                  

              
	 	
                ABA
                  No:

              	
                021000018

              
	 	
                REF:

              	
                CWABS
                  2006-BC1 X'S SwapPyt 

              


      

      


      On
        the
        Business Day of receipt of any payment from the Trustee for payment to the
        Counterparty, the Swap Contract Administrator shall withdraw the amount of
        such
        payment from the Swap Administration Account and distribute such amounts
        to the
        Counterparty in accordance with the wiring instructions specified in the
        Swap
        Contract. 

       

      The
        Swap
        Contract Administrator shall prepare and deliver any notices required to
        be
        delivered under the Swap Contract.

       

      On
        the
        Business Day of receipt of any notices, information or reports received by
        the
        Swap Contract Administrator from the Counterparty, the Swap Contract
        Administrator shall provide the same to the Trustee, including without
        limitation information regarding any Net Swap Payment or Swap Termination
        Payment that will be payable by the Swap Contract Administrator to the
        Counterparty with respect to the next Distribution Date.

       

      
        	5.	
                Control
                  Rights; Credit Support Annex; Replacement Swap
                  Contract.

              


      

       

      The
        Trustee shall have the right to direct the Swap Contract Administrator with
        respect to the exercise of any right under the Swap Contract (such as the
        right
        to designate an Early Termination Date following an Event of Default (each
        such
        term as defined in the Swap Contract)).

       

      Upon
        the
        Swap Contract Administrator obtaining actual knowledge of the rating of the
        Counterparty falling below the Approved Rating Thresholds (as defined in
        the
        Swap Contract), the Swap Contract Administrator, at the direction of the
        Trustee, shall negotiate an ISDA Credit Support Annex with the Counterparty
        that
        meets the terms of the Swap Contract. If an ISDA Credit Support Annex is
        negotiated, the Swap Contract Administrator, at the direction of the Trustee,
        shall demand payment of the Delivery Amount (as defined in the ISDA Credit
        Support Annex). In addition, if an ISDA Credit Support Annex is negotiated,
        the
        Swap Contract Administrator shall establish an account to hold cash or other
        eligible investments pledged under such ISDA Credit Support Annex. Any such
        account shall be an “Eligible Account” as defined in the Pooling and Servicing
        Agreement. Any cash or other eligible investments pledged under an ISDA Credit
        Support Annex shall not be part of the Swap Administration Account unless
        they
        are applied in accordance with such ISDA Credit Support Annex to make a payment
        due to the Swap Contract Administrator pursuant to the Swap
        Contract.

       

      In
        the
        event that the Swap Contract is terminated, CHL shall assist the Swap Contract
        Administrator in procuring a replacement swap contract with terms approximating
        those of the original Swap Contract, and the Swap Contract Administrator
        shall
        enter into a replacement swap contract procured by CHL and continue to serve
        as
        Swap Contract Administrator pursuant to the terms hereof. Any Swap Termination
        Payment received from the Counterparty shall be used to pay any upfront amount
        required under any replacement swap contract, and any excess shall be
        distributed to CHL. In the event that a replacement swap contract cannot
        be
        procured, any Swap Termination Payment received from the Counterparty in
        respect
        of the termination of the original Swap Contract shall be held in the Swap
        Administration Account and distributed as provided in Section 4. In the event
        that a replacement swap is procured and the replacement counterparty pays
        an
        upfront amount to the Swap Contract Administrator in connection with the
        execution of the replacement swap contract, then (i) if that upfront amount
        is
        not received prior to the Distribution Date on which any Swap Termination
        Payment was due to the Counterparty under the original Swap Contract, that
        upfront amount shall be held in the Swap Administration Account and distributed
        as provided in Section 4, and (ii) if that upfront amount is received prior
        to
        the Distribution Date on which any Swap Termination Payment is due to the
        Counterparty under the original Swap Contract, the Swap Contract Administrator
        shall remit to the Trustee, to be included in Interest Funds for Loan Group
        1
        and Loan Group 2, the portion of such upfront amount equal to the lesser
        of (x)
        such upfront amount and (y) the amount of the Swap Termination Payment due
        to
        the Counterparty under the Original Swap Contract, to be allocated between
        Loan
        Group 1 and Loan Group 2 pro rata based on their respective Interest Funds
        for
        that Distribution Date. Any upfront amount paid by a replacement counterparty
        that is not remitted by the Swap Contract Administrator to the Trustee pursuant
        to clause (ii) of the preceding sentence shall be distributed to
        CHL.

       

      6.  Monitoring
        of Significance Percentage.
        With
        respect to each Distribution Date, the Swap Contract Administrator shall
        calculate the “significance percentage” (as defined in Item 1115 of Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§
229.1100-229.1123) of the Swap Contract based on the aggregate Certificate
        Principal Balance of the Benefited Certificates for such Distribution Date
        (after all distributions to be made thereon on such Distribution Date) and
        based
        on the methodology provided in writing by or on behalf of CHL no later than
        the
        fifth Business Day preceding such Distribution Date. On each Distribution
        Date,
        the Swap Contract Administrator shall provide to CHL a written report (which
        written report may include similar information with respect to other derivative
        instruments relating to securitization transactions sponsored by CHL) specifying
        the “significance percentage” of the Swap Contract for that Distribution Date.
        If the “significance percentage” of the Swap Contract exceeds 7.0% with respect
        to any Distribution Date, the Swap Contract Administrator shall make a separate
        notation thereof in the written report described in the preceding sentence.
        Such
        written report may contain such assumptions and disclaimers as are deemed
        necessary and appropriate by the Swap Contract Administrator.

       

      7.  Representations
        and Warranties of the Swap Contract Administrator.
        The
        Swap Contract Administrator represents and warrants as follows:

       

      	(a)  	
              BNY
                is duly organized and validly existing as a banking corporation under
                the
                laws of the State of New York and has all requisite power and authority
                to
                execute and deliver this Agreement and to perform its obligations
                as Swap
                Contract Administrator under this
                Agreement.

            


       

      	(b)  	
              The
                execution, delivery and performance of this Agreement by BNY as Swap
                Contract Administrator has been duly authorized by
                BNY.

            


       

      	(c)  	
              This
                Agreement has been duly executed and delivered by BNY as Swap Contract
                Administrator and is enforceable against BNY in accordance with its
                terms,
                except as enforceability may be affected by bankruptcy, insolvency,
                fraudulent conveyance, reorganization, moratorium and other similar
                laws
                relating to or affecting creditors’ rights generally, general equitable
                principles (whether considered in a proceeding in equity or at
                law).

            


       

      	(d)  	
              The
                execution, delivery and performance of this Agreement by BNY as Swap
                Contract Administrator will not result in a breach of the organizational
                documents of BNY and will not violate any applicable law, rule or
                regulation of the United States or the State of New
                York.

            


       

      

        8. Certain
          Matters Concerning the Swap Contract Administrator.

         

        
          	 	
                  (a)

                	
                  The
                    Swap Contract Administrator shall undertake to perform such duties
                    and
                    only such duties as are specifically set forth in this
                    Agreement.

                


        

         

        
          	 	
                  (b)

                	
                  No
                    provision of this Agreement shall be construed to relieve the
                    Swap
                    Contract Administrator 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:

                


        

         

        
          	 	
                  (i)

                	
                  the
                    duties and obligations of the Swap Contract Administrator shall
                    be
                    determined solely by the express provisions of this Agreement,
                    the Swap
                    Contract Administrator shall not be liable, individually or as
                    Swap
                    Contract Administrator, 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
                    Swap Contract Administrator and the Swap Contract Administrator
                    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 Swap Contract Administrator 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;

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    Swap Contract Administrator shall not be liable, individually
                    or as Swap
                    Contract Administrator, for an error of judgment made in good
                    faith by a
                    Responsible Officer or Responsible Officers of the Swap Contract
                    Administrator, unless the Swap Contract Administrator was grossly
                    negligent or acted in bad faith or with willful misfeasance;
                    and

                


        

         

        
          	 	
                  (iii)

                	
                  the
                    Swap Contract Administrator shall not be liable, individually
                    or as Swap
                    Contract Administrator, with respect to any action taken, suffered
                    or
                    omitted to be taken by it in good faith in accordance with the
                    direction
                    of the Controlling Party, or exercising any power conferred upon
                    the Swap
                    Contract Administrator under this
                    Agreement.

                


        

         

        
          	 	
                  (c)

                	
                  Except
                    as otherwise provided in Sections 8(a) and
                    8(b):

                


        

         

        
          	 	
                  (i)

                	
                  the
                    Swap Contract Administrator 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, 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;

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    Swap Contract Administrator 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;

                


        

         

        
          	 	
                  (iii)

                	
                  the
                    Swap Contract Administrator shall not be liable, individually
                    or as Swap
                    Contract Administrator, 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;

                


        

         

        
          	 	
                  (iv)

                	
                  the
                    Swap Contract Administrator 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 Counterparty, CHL or the Trustee; provided, however,
                    that if
                    the payment within a reasonable time to the Swap Contract Administrator
                    of
                    the costs, expenses or liabilities likely to be incurred by it
                    in the
                    making of such investigation is, in the opinion of the Swap Contract
                    Administrator not reasonably assured to the Swap Contract Administrator
                    by
                    the Counterparty, CHL and/or the Trustee, the Swap Contract Administrator
                    may require reasonable indemnity against such expense, or liability
                    from
                    the Counterparty, CHL and/or the Trustee, as the case may be,
                    as a
                    condition to taking any such
                    action;

                


        

         

        
          	 	
                  (v)

                	
                  the
                    Swap Contract Administrator 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; and

                


        

         

        
          	 	
                  (vi)

                	
                  the
                    Swap Contract Administrator shall not be liable, individually
                    or as Swap
                    Contract Administrator, with respect to or in connection with
                    errors or
                    omissions contained in the report to be provided pursuant to
                    Section 6
                    hereof, to the extent such errors or omissions are the result
                    of
                    inaccuracies in the methodology or other information provided
                    to the Swap
                    Contract Administrator by CHL.

                


        

         

        
          	 	
                  (d)

                	
                  CHL
                    covenants and agrees to pay or reimburse the Swap Contract Administrator,
                    upon its request, for all reasonable expenses and disbursements
                    incurred
                    or made by the Swap Contract Administrator in accordance with
                    any of the
                    provisions of this Agreement except any such expense or disbursement
                    as
                    may arise from its negligence, bad faith or willful misconduct.
                    The Swap
                    Contract Administrator and any director, officer, employee or
                    agent of the
                    Swap Contract Administrator shall be indemnified by CHL and held
                    harmless
                    against any loss, liability or expense incurred in connection
                    with any
                    legal action relating to this Agreement, the Swap Contract or
                    the
                    Assignment Agreement, or in connection with the performance of
                    any of the
                    Swap Contract Administrator’s duties hereunder or thereunder, other than
                    any loss, liability or expense incurred by reason of willful
                    misfeasance,
                    bad faith or negligence in the performance of any of the Swap
                    Contract
                    Administrator’s duties hereunder or thereunder. Such indemnity shall
                    survive the termination of this Agreement or the resignation
                    of the Swap
                    Contract Administrator hereunder and under the Swap Contract
                    and the
                    Assignment Agreement. Notwithstanding anything to the contrary
                    in this
                    Section 8(d), any expenses, disbursements, losses or liabilities
                    of the
                    Swap Contract Administrator or any director, officer, employee
                    or agent
                    thereof that are made or incurred as a result of any request,
                    order or
                    direction of any NIM Insurer or any of the Certificateholders
                    made to the
                    Trustee as contemplated by Section 8.02(a)(9) of the Pooling
                    and Servicing
                    Agreement and consequently made to the Swap Contract Administrator
                    by the
                    Trustee shall be payable by the Trustee out of the security or
                    indemnity
                    provided by any NIM Insurer or such Certificateholders pursuant
                    to Section
                    8.02(a)(9) of the Pooling and Servicing
                    Agreement.

                


        

         

        
          	 	
                  (e)

                	
                  Upon
                    the resignation of BNY as Trustee in accordance with the Pooling
                    and
                    Servicing Agreement, (i) BNY shall resign and be discharged from
                    its
                    duties as Swap Contract Administrator hereunder and (ii) the
                    Person that
                    succeeds BNY as Trustee shall be appointed as successor Swap
                    Contract
                    Administrator hereunder upon its execution, acknowledgement and
                    delivery
                    of the instrument accepting such appointment in accordance with
                    Section
                    8.08 of the Pooling and Servicing Agreement, whereupon the duties
                    of the
                    Swap Contract Administrator hereunder shall pass to such Person.
                    In
                    addition, upon the appointment of a successor Trustee under the
                    Pooling
                    and Servicing Agreement, such successor Trustee shall succeed
                    to the
                    rights of the Trustee hereunder.

                


        

         

        
          	 	
                  (f)

                	
                  In
                    the event of a NIM Issuance, nothing in this Section 8 shall
                    limit or
                    otherwise modify or affect the rights, duties or obligations
                    of the Swap
                    Contract Administrator under the related Swap Excess Assignment
                    Agreement.

                


        

         


        9. Miscellaneous.

         

        
          	 	
                  (a)

                	
                  This
                    Agreement shall be governed by and construed in accordance with
                    the laws
                    of the State of New York.

                


        

         

        
          	 	
                  (b)

                	
                  Each
                    of BNY and CHL hereby irrevocably waives, to the fullest extent
                    permitted
                    by applicable law, any and all right to trial by jury in any
                    legal
                    proceedings arising out of or relating to this
                    Agreement.

                


        

         

        
          	 	
                  (c)

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

                


        

         

        
          	 	
                  (d)

                	
                  This
                    Agreement shall terminate upon the termination of the Swap Contract
                    and
                    the disbursement by the Swap Contract Administrator of all funds
                    received
                    under the Swap Contract to CHL and the Trustee on behalf of the
                    Holders of
                    the Benefited Certificates.

                


        

         

        
          	 	
                  (e)

                	
                  This
                    Agreement may be amended, supplemented or modified in writing
                    by the
                    parties hereto, provided that no amendment shall adversely affect
                    in any
                    material respect the Counterparty without the prior written consent
                    of the
                    Counterparty, which consent shall not be unreasonably
                    withheld.

                


        

         

        
          	 	
                  (f)

                	
                  This
                    Agreement may be executed by one or more of the parties to this
                    Agreement
                    on any number of separate counterparts (including by facsimile
                    transmission), and all such counterparts taken together shall
                    be deemed to
                    constitute one and the same
                    instrument.

                


        

         

        
          	 	
                  (g)

                	
                  Any
                    provision of this Agreement which is prohibited or unenforceable
                    in any
                    jurisdiction shall, as to such jurisdiction, be ineffective to
                    the extent
                    of such prohibition or unenforceability without invalidating
                    the remaining
                    provisions hereof, and any such prohibition or unenforceability
                    in any
                    jurisdiction shall not invalidate or render unenforceable such
                    provision
                    in any other jurisdiction.

                


        

         

        
          	 	
                  (h)

                	
                  The
                    representations and warranties made by the parties to this Agreement
                    shall
                    survive the execution and delivery of this Agreement. No act
                    or omission
                    on the part of any party hereto shall constitute a waiver of
                    any such
                    representation or warranty.

                


        

         

        
          	 	
                  (i)

                	
                  The
                    article and section headings in this Agreement are for convenience
                    of
                    reference only, and shall not limit or otherwise affect the meaning
                    of
                    this Agreement.

                


        

         

        [SIGNATURE
          PAGE FOLLOWS]

         

         

         

         

      


      
        
           

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        and
        delivered as of the day and year first above written.

       

      THE
        BANK
        OF NEW YORK,

      as
        Swap
        Contract Administrator

      


      


      By:______________________________________

      Name:

      Title:

      


      


      THE
        BANK
        OF NEW YORK,

      not
        in
        its individual or corporate capacity but solely as Trustee

      


      


      By:______________________________________

      Name:

      Title:

      


      


      COUNTRYWIDE
        HOME LOANS, INC.

      


      


      By:______________________________________

      Name:

      Title:

      


       


      
        
          
             

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



       

      EXHIBIT
        A

       

      SWAP
        CONTRACT

       

       

       

      


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      V-3

     

    [reserved]

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      W

     

    MONTHLY
      STATEMENT

     

    [On
      file
      with Trustee]

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EXHIBIT
      X-1

     

    FORM
      OF
      PERFORMANCE CERTIFICATION

     

    (Subservicer)

     

    
      	Re:  	
              The
                Pooling and Servicing Agreement dated as of March 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, Park Granada
                LLC,
                as a Seller, Countrywide LFT LLC, as a Seller, Countrywide Home Loans
                Servicing LP, as Master Servicer, and the undersigned, as
                Trustee,
                and [Subservicing Agreement] dated as of [ ] (the
                “Agreement”)

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor and the Master Servicer, and
      their officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’s compliance with the servicing criteria set forth in
      Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
      with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), all servicing
      reports, officer’s certificates and other information relating to the servicing
      of the Mortgage Loans by the Company during 200[ ] that were delivered by the
      Company to the Depositor, the Master Servicer and the Trustee pursuant to the
      Agreement (collectively, the “Company Servicing Information”); 

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the [Depositor] [Master
      Servicer];

     

    (4) I
      am
      responsible for reviewing the activities performed by the Company as a servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Agreement; and

     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the Master Servicer. Any material instances
      of
      noncompliance described in such reports have been disclosed to the Master
      Servicer. Any material instance of noncompliance with the Servicing Criteria
      has
      been disclosed in such reports.

     

    


     

    Date: _________________________

     

    


     

    By:
      ________________________________

    Name:
      

    Title:
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EXHIBIT
      X-2

     

    FORM
      OF
      PERFORMANCE CERTIFICATION

     

    (Trustee)

     

    


    
      	 	
              Re:

            	
              The
                Pooling and Servicing Agreement dated as of March 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, Park Granada
                LLC,
                as a Seller, Countrywide LFT LLC, as a Seller, Countrywide Home Loans
                Servicing LP, as Master Servicer, and the undersigned, as
                Trustee

            


    

     

    


     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor and the Master Servicer, and
      their officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1) I
      have
      reviewed the report on assessment of the Company’s compliance with the servicing
      criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”),
      provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
      Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation Report”), [all
      reports on Form 10-D containing statements to certificateholders filed in
      respect of the period included in the year covered by the annual report of
      the
      Trust Fund] (collectively, the “Distribution Date Statements”); 

     

    (2) Assuming
      the accuracy and completeness of the information delivered to the Company by
      the
      Master Servicer as provided in the Pooling and Servicing Agreement and subject
      to paragraph (4) below, the distribution information determined by the Company
      and set forth in the Distribution Date Statements contained in all Form 10-D’s
      included in the year covered by the annual report of such Trust on Form 10-K
      for
      the calendar year 200[ ], is complete and does not contain any material
      misstatement of fact as of the last day of the period covered by such annual
      report;

     

    (3) Based
      solely on the information delivered to the Company by the Master Servicer as
      provided in the Pooling and Servicing Agreement, (i) the distribution
      information required under the Pooling and Servicing Agreement to be contained
      in the Trust Fund’s Distribution Date Statements and (ii) the servicing
      information required to be provided by the Master Servicer to the trustee for
      inclusion in the Trust Fund’s Distribution Date Statements, to the extent
      received by the Trustee from the Master Servicer in accordance with the Pooling
      and Servicing Agreement, is included in such Distribution Date
      Statements;

     

    (4) The
      Company is not certifying as to the accuracy, completeness or correctness of
      the
      information which it received from the Master Servicer and did not independently
      verify or confirm the accuracy, completeness or correctness of the information
      provided by the Master Servicer; 

     

    (5) I
      am
      responsible for reviewing the activities performed by the Company as a person
      “performing a servicing function” under the Pooling and Servicing Agreement, and
      based on my knowledge and the compliance review conducted in preparing the
      Servicing Assessment and except as disclosed in the Servicing Assessment or
      the
      Attestation Report, the Company has fulfilled its obligations under the Pooling
      and Servicing Agreement; and

     

    (6) The
      Servicing Assessment and Attestation Report required to be provided by the
      Company and by Subcontractor pursuant to the Pooling and Servicing Agreement,
      have been provided to the Master Servicer and the Depositor. Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      Master Servicer and the Depositor. Any material instance of noncompliance with
      the Servicing Criteria has been disclosed in such reports.

     

    Date: _________________________

     

    


     

    By:
      ________________________________

    Name:
      

    Title:
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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”:

     

    


    
      	
              Servicing
                Criteria 

            	
              Applicable
                Servicing Criteria

            
	
              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.

            	 
	
              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.

            	 
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as 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.

            	 
	
              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.

            	 
	
              1122(d)(4)(xiii)

            	
              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 agreements.

            	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 
	
               

            	
               

            	
               

            


    

    


     

    [NAME
      OF
      MASTER SERVICER] [NAME OF TRUSTEE] [NAME OF SUBSERVICER]

     

    Date: _________________________

     

    


     

    By:
      ________________________________

    Name:
      

    Title:
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      Z

     

    [FORM
      OF]
      LIST OF ITEM 1119 PARTIES

     

    ASSET
      BACKED CERTIFICATES,

     

    Series
      200_-__

     

    [Date]

    


    
      	
              Party

            	
              Contact
                Information

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


     

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      AA

    


    FORM
      OF


    SARBANES-OXLEY
      CERTIFICATION

    (Replacement
      Master Servicer)

    


    (On
      file
      with Trustee)

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      I

     

    PREPAYMENT
      CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY

     

    [Delivered
      to Trustee at closing and on file with the Trustee.]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      II

     

    COLLATERAL
      SCHEDULE

     

    
      	
              Characteristic

            	
              Applicable
                Section

            	
              Loan
                Group 1

            	
              Loan
                Group 2

            
	
              Single-Family
                Detached Dwellings

            	
              2.03(b)(32)

            	
              74.92%

            	
              68.59%

            
	
              Two-
                to Four-Family Dwellings

            	
              2.03(b)(32)

            	
              4.38%

            	
              3.14%

            
	
              Low-Rise
                Condominium Units

            	
              2.03(b)(32)

            	
              7.62%

            	
              7.55%

            
	
              High-Rise
                Condominium Units

            	
              2.03(b)(32)

            	
              0.34%

            	
              0.43%

            
	
              Manufactured
                Housing

            	
              2.03(b)(32)

            	
              0.00%

            	
              0.64%

            
	
              PUDs

            	
              2.03(b)(32)

            	
              12.74%

            	
              19.65%

            
	
              Earliest
                Origination Date

            	
              2.03(b)(33)

            	
              8/24/1998

            	
              8/24/1998

            
	
              Prepayment
                Penalty

            	
              2.03(b)(35)

            	
              64.11%

            	
              76.46%

            
	
              Investor
                Properties

            	
              2.03(b)(36)

            	
              4.55%

            	
              2.30%

            
	
              Primary
                Residences

            	
              2.03(b)(36)

            	
              93.79%

            	
              97.15%

            
	
              Lowest
                Current Mortgage Rate

            	
              2.03(b)(48)

            	
              5.00%

            	
              5.50%

            
	
              Highest
                Current Mortgage Rate

            	
              2.03(b)(48)

            	
              13.125%

            	
              13.700%

            
	
              Weighted
                Average Current Mortgage Rate

            	
              2.03(b)(48)

            	
              8.003%

            	
              7.859%

            
	
              Lowest
                Gross Margin

            	
              2.03(b)(51)

            	
              2.250%

            	
              2.750%

            
	
              Highest
                Gross Margin

            	
              2.03(b)(51)

            	
              10.600%

            	
              12.700%

            
	
              Weighted
                Average Gross Margin

            	
              2.03(b)(51)

            	
              6.727%

            	
              6.797%

            
	
              Date
                on or before which each Initial Mortgage Loan has a 

              Due
                Date

            	
              2.03(b)(52)

            	
              3/1/2006

            	
              3/1/2006

            


    

    


    
      	
              Adjustment

              Date

            	
              Applicable

              Section

            	
              Adjustable
                Rate

              Mortgage
                Loans (other

              than
                Two-Year, Three-

              Year
                and Five-Year

              Hybrid
                Mortgage Loans)

            	
              Two-Year

              Hybrid

              Mortgage

              Loans

            	
              Three-Year

              Hybrid

              Mortgage

              Loans

            	
              Five-Year

              Hybrid

              Mortgage

              Loans

            
	
              Latest
                Next Adjustment Date

            	
              2.03(b)(34)

            	
              8/1/2006

            	
              2/1/2008

            	
              2/1/2009

            	
              9/1/2010