Exhibit 4.1


                                                                EXECUTION COPY

==============================================================================




                                 CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                    Seller

                               PARK MONACO INC.,
                                    Seller

                               PARK SIENNA LLC,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                                      and

                             THE BANK OF NEW YORK,
                                    Trustee

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

                        POOLING AND SERVICING AGREEMENT

                           Dated as of March 1, 2006

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

                   ASSET-BACKED CERTIFICATES, SERIES 2006-5



<PAGE>


<TABLE>
<CAPTION>
                                       Table of Contents
                                       -----------------

                                                                                           Page
                                                                                           ----


                                           ARTICLE I.
                                          DEFINITIONS

<S>           <C>                                                                         <C>
Section 1.01   Defined Terms.................................................................9
Section 1.02   Certain Interpretive Provisions..............................................51

                                          ARTICLE II.
                                 CONVEYANCE OF MORTGAGE LOANS;
                                 REPRESENTATIONS AND WARRANTIES

Section 2.01   Conveyance of Mortgage Loans.................................................52
Section 2.02   Acceptance by Trustee of the Mortgage Loans..................................59
Section 2.03   Representations, Warranties and Covenants of the Master Servicer and
               the Sellers..................................................................65
Section 2.04   Representations and Warranties of the Depositor..............................84
Section 2.05   Delivery of Opinion of Counsel in Connection with Substitutions and
               Repurchases..................................................................85
Section 2.06   Authentication and Delivery of Certificates..................................86
Section 2.07   Covenants of the Master Servicer.............................................86

                                          ARTICLE III.
                         ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01   Master Servicer to Service Mortgage Loans....................................87
Section 3.02   Subservicing; Enforcement of the Obligations of Master Servicer..............88
Section 3.03   Rights of the Depositor, the Sellers, the Certificateholders, the NIM
               Insurer and the Trustee in Respect of the Master Servicer....................89
Section 3.04   Trustee to Act as Master Servicer............................................90
Section 3.05   Collection of Mortgage Loan Payments; Certificate Account; Distribution
               Account; Pre-Funding Account; Seller Shortfall Interest Requirement..........90
Section 3.06   Collection of Taxes, Assessments and Similar Items; Escrow Accounts..........94
Section 3.07   Access to Certain Documentation and Information Regarding the Mortgage
               Loans........................................................................94
Section 3.08   Permitted Withdrawals from the Certificate Account, Distribution
               Account, Carryover Reserve Fund and the Principal Reserve Fund...............95
Section 3.09   [Reserved]...................................................................97
Section 3.10   Maintenance of Hazard Insurance..............................................97
Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption Agreements....................98
Section 3.12   Realization Upon Defaulted Mortgage Loans; Determination of Excess
               Proceeds and Realized Losses; Repurchase of Certain Mortgage Loans..........100
Section 3.13   Trustee to Cooperate; Release of Mortgage Files.............................103
Section 3.14   Documents, Records and Funds in Possession of Master Servicer to be
               Held for the Trustee........................................................104


                                               i
<PAGE>

Section 3.15   Servicing Compensation......................................................105
Section 3.16   Access to Certain Documentation.............................................105
Section 3.17   Annual Statement as to Compliance...........................................105
Section 3.18   [Reserved]..................................................................106
Section 3.19   [Reserved]..................................................................106
Section 3.20   Prepayment Charges..........................................................106
Section 3.21   Swap Contract...............................................................107

                                          ARTICLE IV.
                       DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01   Advances; Remittance Reports................................................109
Section 4.02   Reduction of Servicing Compensation in Connection with Prepayment
               Interest Shortfalls.........................................................111
Section 4.03   [Reserved]..................................................................111
Section 4.04   Distributions...............................................................111
Section 4.05   Monthly Statements to Certificateholders....................................117
Section 4.06   [Reserved]..................................................................118
Section 4.07   Carryover Reserve Fund......................................................119
Section 4.08   Credit Comeback Excess Account..............................................119
Section 4.09   Swap Trust and Swap Account.................................................120

                                           ARTICLE V.
                                        THE CERTIFICATES

Section 5.01   The Certificates............................................................121
Section 5.02   Certificate Register; Registration of Transfer and Exchange of
               Certificates................................................................122
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates...........................126
Section 5.04   Persons Deemed Owners.......................................................126
Section 5.05   Access to List of Certificateholders' Names and Addresses...................126
Section 5.06   Book-Entry Certificates.....................................................127
Section 5.07   Notices to Depository.......................................................128
Section 5.08   Definitive Certificates.....................................................128
Section 5.09   Maintenance of Office or Agency.............................................128

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

Section 6.01   Respective Liabilities of the Depositor, the Master Servicer and the
               Sellers.....................................................................129
Section 6.02   Merger or Consolidation of the Depositor, the Master Servicer or the
               Sellers.....................................................................129
Section 6.03   Limitation on Liability of the Depositor, the Sellers, the Master
               Servicer, the NIM Insurer and Others........................................129
Section 6.04   Limitation on Resignation of Master Servicer................................130
Section 6.05   Errors and Omissions Insurance; Fidelity Bonds..............................131



                                               ii
<PAGE>

                                          ARTICLE VII.
                            DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01   Events of Default...........................................................131
Section 7.02   Trustee to Act; Appointment of Successor....................................133
Section 7.03   Notification to Certificateholders..........................................135

                                         ARTICLE VIII.
                                     CONCERNING THE TRUSTEE

Section 8.01   Duties of Trustee...........................................................135
Section 8.02   Certain Matters Affecting the Trustee.......................................136
Section 8.03   Trustee Not Liable for Mortgage Loans.......................................138
Section 8.04   Trustee May Own Certificates................................................138
Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses..........................138
Section 8.06   Eligibility Requirements for Trustee........................................139
Section 8.07   Resignation and Removal of Trustee..........................................139
Section 8.08   Successor Trustee...........................................................140
Section 8.09   Merger or Consolidation of Trustee..........................................141
Section 8.10   Appointment of Co-Trustee or Separate Trustee...............................141
Section 8.11   Tax Matters.................................................................143
Section 8.12   [Reserved]..................................................................145
Section 8.13   Access to Records of the Trustee............................................145
Section 8.14   Suits for Enforcement.......................................................146

                                          ARTICLE IX.
                                          TERMINATION

Section 9.01   Termination upon Liquidation or Repurchase of all Mortgage Loans............146
Section 9.02   Final Distribution on the Certificates......................................147
Section 9.03   Additional Termination Requirements.........................................148

                                           ARTICLE X.
                                    MISCELLANEOUS PROVISIONS

Section 10.01  Amendment...................................................................149
Section 10.02  Recordation of Agreement; Counterparts......................................151
Section 10.03  Governing Law...............................................................151
Section 10.04  Intention of Parties........................................................151
Section 10.05  Notices.....................................................................153
Section 10.06  Severability of Provisions..................................................154
Section 10.07  Assignment..................................................................154
Section 10.08  Limitation on Rights of Certificateholders..................................154
Section 10.09  Inspection and Audit Rights.................................................155
Section 10.10  Certificates Nonassessable and Fully Paid...................................156
Section 10.11  Rights of NIM Insurer.......................................................156

                                              iii

<PAGE>

                                          ARTICLE XI.
                                     EXCHANGE ACT REPORTING

Section 11.01  Filing Obligations..........................................................158
Section 11.02  Form 10-D Filings...........................................................158
Section 11.03  Form 8-K Filings............................................................159
Section 11.04  Form 10-K Filings...........................................................159
Section 11.05  Sarbanes-Oxley Certification................................................160
Section 11.06  Form 15 Filing..............................................................161
Section 11.07  Report on Assessment of Compliance and Attestation..........................161
Section 11.08  Use of Subservicers and Subcontractors......................................162
Section 11.09  Amendments..................................................................163
Section 11.10  Reconciliation of Accounts..................................................163
</TABLE>

Exhibits
--------

EXHIBIT A             Forms of Certificates
      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 M-1 Certificate
      EXHIBIT A-6     Form of Class M-2 Certificate
      EXHIBIT A-7     Form of Class M-3 Certificate
      EXHIBIT A-8     Form of Class M-4 Certificate
      EXHIBIT A-9     Form of Class M-5 Certificate
      EXHIBIT A-10    Form of Class M-6 Certificate
      EXHIBIT A-11    Form of Class M-7 Certificate
      EXHIBIT A-12    Form of Class M-8 Certificate
      EXHIBIT A-13    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

                                      iv

<PAGE>

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

                                      v

<PAGE>

          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 SIENNA LLC, a Delaware limited liability company,
as a seller ("Park Sienna" or a "Seller", and together with CHL and Park
Monaco, the "Sellers"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited
partnership, as master servicer (the "Master Servicer"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee").

                             PRELIMINARY STATEMENT

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

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

     REMIC 1:

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

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


                                      1
<PAGE>

                                 Initial       Pass-Through      Corresponding
REMIC 1 Interests                Balance           Rate          Loan Group(s)
---------------------------  --------------- ----------------  -----------------
R-1-P                            $100.00            (8)             1 and 2
R-1-R.....................         (4)              (4)               N/A
-----------------

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

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

(3)  This REMIC 1 Interest pays no principal.

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

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

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

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

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

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

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



                                      2
<PAGE>

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


     REMIC 2:

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

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

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

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

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

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

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



                                      3
<PAGE>

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

(6)  This REMIC 2 Interest pays no principal.

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

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

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

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

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

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

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

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

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


                                      4
<PAGE>

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

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

     REMIC 3:

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

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


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



                                      5
<PAGE>

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

(3) This REMIC 3 Interest pays no interest.

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

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

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

(7) This REMIC 3 Interest pays no principal.

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

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

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

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


                                      6
<PAGE>

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

                                   Original Certificate
Class                                Principal Balance       Pass-Through Rate
-------------------------------- ------------------------- ---------------------
Class 1-A..............                $251,100,000                 (1)
Class 2-A-1............                $160,727,000                 (1)
Class 2-A-2............                $144,058,000                 (1)
Class 2-A-3............                $ 51,615,000                 (1)
Class M-1..............                $ 26,625,000                 (1)
Class M-2..............                $ 23,625,000                 (1)
Class M-3..............                $ 14,250,000                 (1)
Class M-4..............                $ 12,750,000                 (1)
Class M-5..............                $ 12,000,000                 (1)
Class M-6..............                $ 11,250,000                 (1)
Class M-7..............                $ 10,500,000                 (1)
Class M-8..............                $  8,250,000                 (1)
Class B................                $  7,500,000                 (1)
Class C................                      (2)                    (3)
Class P................                     $100                    (4)
Class A-R..............                     $100                    (5)

(1)  The Certificates will accrue interest at the related Pass-Through Rates
     identified in this Agreement. For federal income tax purposes, including
     the computation of the Class C Distributable Amount, the pass-through
     rate in respect of (i) the Class 1-A Certificates will be subject to a
     cap equal to the Loan Group 1 Tax Net Rate Cap, (ii) the Class 2-A
     Certificates will be subject to a cap equal to the Loan Group 2 Tax Net
     Rate Cap, and (iii) the Subordinate Certificates will be subject to a cap
     equal to the Subordinate Tax Net Rate Cap.
(2)  For federal income tax purposes, the Class C Certificates will be treated
     as having a Certificate Principal Balance equal to the Overcollateralized
     Amount.
(3)  For each Interest Accrual Period the Class C Certificates are entitled to
     an amount (the "Class C Distributable Amount") equal to the sum of (a)
     the interest payable on the R-3-X Interest, (b) the interest payable on
     the R-3-C Interest and (c) a specified portion of the interest payable on
     the REMIC 3 Regular Interests (other than the R-3-$100, R-3-C, R-3-P and
     R-3-X Interests) equal to the excess of the Pool Tax Net Rate Cap over
     the weighted average interest rate of the REMIC 3 Regular Interests
     (other than the R-3-$100, R-3-C, R-3-P and R-3-X Interests) with each
     such Class subject to a cap and a floor equal to the Pass-Through Rate of
     the Corresponding Master REMIC Class. The Pass-Through Rate of the Class
     C Certificates shall be a rate sufficient to entitle it to an amount
     equal to all interest accrued on the REMIC 1 Group 1 and Group 2 "I" and
     "S" Interests and the R-1-X Interest, less the interest accrued on the
     other interests issued by the Master REMIC. The Class C Distributable
     Amount for any Distribution Date is payable from current interest on the
     Mortgage Loans and any related Overcollateralization Reduction Amount for
     that Distribution Date.

                                      7

<PAGE>

(4)  For each Distribution Date the Class P Certificates are entitled to all
     Prepayment Charges distributed with respect to the R-3-P Interest.
(5)  The Class A-R Certificates represent the sole class of residual interest
     in each REMIC created hereunder. The Class A-R Certificates are not
     entitled to distributions of interest.

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

                                      8

<PAGE>

                                  ARTICLE I.


                                  DEFINITIONS

          Section 1.01 Defined Terms.

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

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

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

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

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

          Adjusted Replacement Upfront Amount: As defined in Section 3.21.

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

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



                                      9
<PAGE>

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

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

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

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

                 Loan Group(s)       Class(es) of Certificates

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

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

          Bankruptcy Code: Title 11 of the United States Code.

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



                                      10
<PAGE>

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

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

          Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.07 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-5". 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-13, Exhibit B, Exhibit C, Exhibit D and Exhibit E.

          Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a
depository institution in the name of the Master Servicer for the benefit of
the Trustee on behalf of the Certificateholders and designated "Countrywide
Home Loans Servicing LP in trust for registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2006-5". Funds in the Certificate Account
shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.

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

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

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

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


                                      11
<PAGE>

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

          Certification Party: As defined in Section 11.05.

          Certifying Person: As defined in Section 11.05.

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

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

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

          Class 1-A 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


                                      12
<PAGE>

ends during such Due Period) plus any amounts on deposit in the Pre-Funding
Account in respect of Loan Group 1 as of the first day of that Due Period.

          Class 1-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 1-A
Principal Distribution Target Amount and the denominator of which is the sum
of the Class 1-A Principal Distribution Target Amount and the Class 2-A
Principal Distribution Target Amount.

          Class 1-A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the Certificate Principal Balance of the
Class 1-A Certificates immediately prior to such Distribution Date, over (2)
the lesser of (x) 62.00% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for such Distribution Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 for
such Distribution Date minus 0.50% of the sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans in Loan Group 1 and the
original Group 1 Pre-Funded Amount.

          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


                                      13
<PAGE>

ends during such Due Period) plus any amounts on deposit in the Pre-Funding
Account in respect of Loan Group 2 as of the first day of that Due Period.

          Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 2-A
Principal Distribution Target Amount and the denominator of which is the sum
of the Class 1-A Principal Distribution Target Amount and the Class 2-A
Principal Distribution Target Amount.

          Class 2-A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class 2-A Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 62.00% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 for such Distribution Date and
(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
2 for such Distribution Date minus 0.50% of the sum of the aggregate Cut-off
Date Principal Balance of the Initial Mortgage Loans in Loan Group 2 and the
original Group 2 Pre-Funded Amount.

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

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

          Class A Principal Distribution Allocation Amount: With respect to
any Distribution Date, (a) in the case of the Class 1-A Certificates, the
Class 1-A Principal Distribution Amount and (b) in the case of the Class 2-A
Certificates, the Class 2-A Principal Distribution Amount.

          Class A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 62.00% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (y) the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date
minus the OC Floor.

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

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

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

          Class M-1 Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.



                                      14
<PAGE>

          Class M-2 Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A-6 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-7 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-8 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-9 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-10 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-11 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-12 hereto,
representing the right to distributions as set forth herein.

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

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

          Closing Date: March 28, 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


                                      15
<PAGE>

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, Global Deal ID number 2430156,
2430277, with a trade date of March 8, 2006 evidencing a transaction between
the Swap Counterparty and CHL relating to the Swap Contract.

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

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

          Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.08 in
the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2006-5". Funds in the Credit Comeback
Excess Account shall be held in trust for the Certificateholders for the uses
and purposes set forth in this Agreement.

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

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

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

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



                                      16
<PAGE>

          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........... 1.45% with respect to April
                                    2008, plus an additional
                                    1/12th of 1.80% for each month
                                    thereafter through March 2009

April 2009 -- March 2010........... 3.25% with respect to April
                                    2009, plus an additional
                                    1/12th of 1.95% for each month
                                    thereafter through March 2010

April 2010 -- March 2011........... 5.20% with respect to April
                                    2010, plus an additional
                                    1/12th of 1.50% for each month
                                    thereafter through March 2011

April 2011 -- March 2012........... 6.70% with respect to April
                                    2011, plus an additional
                                    1/12th of 0.55% for each month
                                    thereafter through March 2012

April 2012 and thereafter.......... 7.25%

          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


                                      17
<PAGE>

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

                       Class A...............      42.00%
                       Class M-1.............      51.50%
                       Class M-2.............      64.25%


                                      18
<PAGE>

                               Class             Percentage

                       Class M-3.............      76.50%
                       Class M-4.............      91.50%
                       Class M-5.............      112.25%
                       Class M-6.............      142.50%
                       Class M-7.............      190.00%
                       Class M-8.............      257.25%
                       Class B...............      380.00%


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



                                      19
<PAGE>

CWABS, Inc., Asset-Backed Certificates, Series 2006-5". 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.



                                      20
<PAGE>

          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)(C) and (iii) the Overcollateralization
Reduction Amount for such Distribution Date.

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

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

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

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

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

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



                                      21
<PAGE>

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

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

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

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

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

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

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

          Funding Period: The period from the Closing Date to and including
the earlier to occur of (x) the date the amount in the Pre-Funding Account is
less than $175,000 and (y) May 12, 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.



                                      22
<PAGE>

          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 $21.51.

          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 $70.56.

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

          Index: As to any Adjustable Rate Mortgage Loan on any Adjustment
Date related thereto, the index for the adjustment of the Mortgage Rate set
forth as such in the related Mortgage Note, such index in general being 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.


                                      23
<PAGE>

          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, March 24, 2006. With respect to
any Accrual Period for the Interest-Bearing Certificates thereafter, the
second LIBOR Business Day preceding the commencement of such Accrual Period.

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

          Interest Remittance Amount: With respect to the Mortgage Loans in
each Loan Group and any Distribution Date, (x) the sum, without duplication,
of (i) all scheduled interest collected during the related Due Period (for the
avoidance of doubt, other than Credit Comeback


                                      24
<PAGE>

Excess Amounts) with respect to the related Mortgage Loans less the related
Servicing Fee, (ii) all interest on prepayments received during the related
Prepayment Period with respect to such Mortgage Loans, other than Prepayment
Interest Excess, (iii) all related Advances relating to interest with respect
to such Mortgage Loans, (iv) all related Compensating Interest with respect to
such Mortgage Loans, (v) Liquidation Proceeds with respect to such Mortgage
Loans collected during the related Due Period (to the extent such Liquidation
Proceeds relate to interest) and (vi) the related Seller Shortfall Interest
Requirement, less (y) all reimbursements to the Master Servicer during the
related Due Period for Advances of interest previously made allocable to such
Loan Group.

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

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

          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.



                                      25
<PAGE>

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

          Loan Group 2: The Group 2 Mortgage Loans.

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

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

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

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

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

            ------------------------------------------------------
                        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..................      0.500%     0.750%
            ------------------------------------------------------
            Class M-5..................      0.520%     0.780%
            ------------------------------------------------------
            Class M-6..................      0.590%     0.885%
            ------------------------------------------------------
            Class M-7..................      1.200%     1.800%
            ------------------------------------------------------
            Class M-8..................      1.450%     2.175%
            ------------------------------------------------------
            Class B....................      2.400%     3.600%
            ------------------------------------------------------

(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.



                                      26
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Master Servicer to reflect the deletion of Liquidated
Mortgage Loans and Deleted Mortgage Loans and the addition of (x) Replacement
Mortgage Loans pursuant to the provisions of this Agreement and (y) Subsequent
Mortgage Loans pursuant to the provisions of


                                      27
<PAGE>

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

               (xiv)  the purpose of the Mortgage Loan;

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

                      (a)  the frequency of each Adjustment Date;

                      (b)  the next Adjustment Date;

                      (c)  the Maximum Mortgage Rate;

                      (d)  the Minimum Mortgage Rate;

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



                                      28
<PAGE>

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

                      (g)  the Gross Margin;

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

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

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

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

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

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

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

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

          Mortgaged Property: The underlying property securing a Mortgage
Loan.

          Mortgagor: The obligors on a Mortgage Note.



                                      29
<PAGE>

          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.



                                      30
<PAGE>

          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 4.82063% per annum. If such rate is
not quoted on the Bloomberg Terminal (or if such service is no longer offered,
such other service for displaying One-Month LIBOR or comparable rates as may
be reasonably selected by the Trustee), One-Month LIBOR for the applicable
Accrual Period for the Interest-Bearing Certificates will be the Reference
Bank Rate. If no such quotations can be obtained by the Trustee and no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period for the Interest-Bearing
Certificates.

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

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

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

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



                                      31
<PAGE>

          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 2.10% 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 4.20% 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.



                                      32
<PAGE>

          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.

          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



                                      33
<PAGE>

          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


                                      34
<PAGE>

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


                                      35
<PAGE>

section 4975 of the Code, or any Person investing on behalf of or with plan
assets (as defined in 29 CFR ss.2510.3-101 or otherwise under ERISA) of such
an employee benefit plan or plan.

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

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

          Pre-Funded Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $92.07.

          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 2006-5." 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



                                      36
<PAGE>

                (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


                                      37
<PAGE>

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

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

          Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-5". 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 2-A-3, Class M-7, Class C and Class
P Certificates.

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



                                      38
<PAGE>

          Prospectus Supplement: The prospectus supplement dated March 24,
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.

          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


                                      39
<PAGE>

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

          Relief Act: The Servicemembers Civil Relief Act.

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

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



                                      40
<PAGE>

          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);



                                      41
<PAGE>

          (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(e).

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

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

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



                                      42
<PAGE>

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

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

          Rolling Sixty-Day Delinquency Rate: With respect to any Distribution
Date on or after the Stepdown Date and any Loan Group or Loan Groups, the
average of the Sixty-Day Delinquency Rates for such Loan Group or Loan Groups
and such Distribution Date and the two immediately preceding Distribution
Dates.

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

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

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

          Sarbanes-Oxley Certification: As defined in Section 11.05.

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

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

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

          Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of 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


                                      43
<PAGE>

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.



                                      44
<PAGE>

          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.

          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


                                      45
<PAGE>

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
62.00% 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....................          30.90%
          Class M-2....................          24.60%
          Class M-3....................          20.80%
          Class M-4....................          17.40%
          Class M-5....................          14.20%
          Class M-6....................          11.20%
          Class M-7....................           8.40%
          Class M-8....................           6.20%
          Class B......................           4.20%

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

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

          Subordinate Class Principal Distribution Amount: With respect to any
Distribution Date and any Class of Subordinate Certificates, the excess of (1)
the sum of (a) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distribution of the Class 1-A
Principal Distribution Amount and Class 2-A Principal Distribution Amount for
such Distribution Date), (b) the aggregate Certificate Principal Balance of
any Class(es) of Subordinate Certificates that are senior to the subject Class
(in each case, after taking into account distribution of the Subordinate Class
Principal Distribution Amount(s) for such senior Class(es) of Certificates for
such Distribution Date), and (c) the Certificate Principal Balance of the
subject Class of Subordinate Certificates immediately prior to such
Distribution Date over (2) the lesser of (a) the product of (x) 100% minus the
Stepdown Target Subordination Percentage for the subject Class of Certificates
and (y) the aggregate Stated Principal Balance of


                                      46
<PAGE>

the Mortgage Loans for such Distribution Date and (b) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date minus the
OC Floor; provided, however, that if such Class of Subordinate Certificates is
the only Class of Subordinate Certificates outstanding on such Distribution
Date, that Class will be entitled to receive the entire remaining Principal
Distribution Amount for Loan Group 1 and Loan Group 2 until the Certificate
Principal Balance thereof is reduced to zero.

          Subordinate Component Balance: With respect to any Distribution Date
and for each of Loan Group 1 and Loan Group 2, the excess of the aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group as of the
first day of the related Due Period (after giving effect to Principal
Prepayments received in the Prepayment Period ending during such Due Period)
over the Certificate Principal Balance of the Class 1-A Certificates in the
case of Loan Group 1 and the aggregate Certificate Principal Balance of the
Class 2-A Certificates in the case of Loan Group 2, in each case immediately
prior to that Distribution Date.

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

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

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

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

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



                                      47
<PAGE>

          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(e).

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

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



                                      48
<PAGE>

          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: Lehman Brothers Special Financing Inc. and its
successors.

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

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

          Swap Guarantee: The guaranty, dated as of March 28, 2006, by the
Swap Guarantor in favor of the Swap Contract Administrator, a form of which is
attached hereto as Exhibit V-3.

          Swap Guarantor: Lehman Brothers Holdings Inc.

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

          Swap Trust: The trust fund established by Section 4.09.

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

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



                                      49
<PAGE>

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

          Terminator: As defined in Section 9.01.

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

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

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

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

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

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

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

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

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



                                      50
<PAGE>

          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.

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

          Underwriters: Countrywide Securities Corporation, Bear, Stearns &
Co. Inc. and Lehman Brothers Inc.

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

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

          Section 1.02 Certain Interpretive Provisions.

          All terms defined in this Agreement shall have the defined meanings
when used in any certificate, agreement or other document delivered pursuant
hereto unless otherwise defined therein. For purposes of this Agreement and
all such certificates and other documents, unless the context otherwise
requires: (a) accounting terms not otherwise defined in this Agreement, and
accounting terms partly defined in this Agreement to the extent not defined,
shall have the respective meanings given to them under generally accepted
accounting principles; (b) the words "hereof," "herein" and "hereunder" and
words of similar import refer to this


                                      51
<PAGE>

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


                                      52
<PAGE>

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

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

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

               (4) each Subsequent Mortgage Loan conveyed on such Subsequent
     Transfer Date satisfies the representations and warranties applicable to
     it under this Agreement, provided, however, that with respect to a breach
     of a representation and warranty with respect to a Subsequent Mortgage
     Loan set forth in this clause (4), the obligation under Section 2.03(e)
     of this Agreement of the applicable Seller, to cure,


                                      53
<PAGE>

      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)
     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;



<TABLE>
<CAPTION>
     Loan Group 1
                                                                         Permitted Variance
     Characteristic                                          Value            or Range
     ------------------------                            -------------   ------------------
<S>                                                        <C>              <C>
     Weighted Average Mortgage Rate......................    8.294%           +/-0.10%
     Weighted Average Original Loan-to-Value Ratio.......    78.23%           +/-3.00%
     Weighted Average Credit Bureau Risk Score...........  601 points       +/-5 points
     Percentage Originated under CHL's
     Full Documentation Program.......................    68.69%           +/-3.00%
     Weighted Average Gross Margin.......................    7.037%           +/-0.10%
</TABLE>

<TABLE>
<CAPTION>
     Loan Group 2
                                                                         Permitted Variance
     Characteristic                                          Value             or Range
     ------------------------                            -------------   ------------------
<S>                                                        <C>              <C>
     Weighted Average Mortgage Rate......................    8.127%           +/-0.10%
     Weighted Average Original Loan-to-Value Ratio.......    78.81%           +/-3.00%
     Weighted Average Credit Bureau Risk Score...........  614 points       +/-5 points
     Percentage Originated under CHL's
     Full Documentation Program..........................    63.62%           +/-3.00%
     Weighted Average Gross Margin.......................    7.062%           +/-0.10%
</TABLE>


                                      54
<PAGE>

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

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

          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):


                                      55
<PAGE>

               (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 2006-5, 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(R) System to indicate (and provide evidence to the Trustee that it has
done so) that such Mortgage Loans have


                                      56
<PAGE>

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


                                      57
<PAGE>

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


                                      58
<PAGE>

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


                                      59
<PAGE>

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


                                      60
<PAGE>

          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


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<PAGE>

MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and
deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to CHL and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations.

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

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


                                      62
<PAGE>

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



                                      63
<PAGE>

     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(R) System in accordance
with MERS' rules and regulations.

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



                                      64
<PAGE>

          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


                                      65
<PAGE>

     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):



                                      66
<PAGE>

               (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.



                                      67
<PAGE>

               (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.



                                      68
<PAGE>

               (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


                                      69
<PAGE>

     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



                                      70
<PAGE>

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



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<PAGE>

               (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


                                      72
<PAGE>

     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.



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<PAGE>

               (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 ss. 1.860G-2(f)(2) that treats a
     defective obligation as a qualified mortgage, or any substantially
     similar successor provision) and applicable Treasury regulations
     promulgated thereunder.

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

               (57) To the extent required under applicable law, each
     originator and subsequent mortgagee or servicer of the Mortgage Loan
     complied with all licensing requirements and was authorized to transact
     and do business in the jurisdiction in which the related Mortgaged
     Property is located at all times when it held or serviced the


                                      74
<PAGE>

     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.



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<PAGE>

               (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.



                                      76
<PAGE>

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

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

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

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

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

               (i) No Mortgage Loan in Loan Group 1 is covered by the Home
          Ownership and Equity Protection Act of 1994 ("HOEPA");

               (ii) No borrower obtained a prepaid single-premium credit life,
          credit disability, credit unemployment or credit property insurance
          policy in connection with the origination of the Mortgage Loan;

               (iii) 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: (a) prior to the mortgage 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; (b) prior to the mortgage loan's origination, the
          borrower was offered the option of obtaining a mortgage loan that
          did not require payment of such a premium; (c) the prepayment
          premium is adequately disclosed to the borrower pursuant to
          applicable state and federal law; (d) no such Mortgage Loan
          originated on or after October 1, 2002 will impose a prepayment
          premium for a term in excess of three years, and any such Mortgage
          Loan originated prior to such date will not impose prepayment
          penalties in excess of five years; in each case unless the loan was
          modified to reduce the prepayment period to no more


                                      77
<PAGE>

          than three years from the date of the note and the borrower was
          notified in writing of such reduction in prepayment period; and (e)
          notwithstanding any state or federal law to the contrary, the
          servicer shall not impose such prepayment premium in any instance
          when the mortgage loan is accelerated or paid off in connection with
          the workout of a delinquent mortgage or due to the borrower's
          default;

               (iv) With respect to each Mortgage Loan in Loan Group 1, the
          mortgage loan's originator offered the borrower mortgage loan
          products offered by such mortgage loan's originator, or any
          affiliate of such mortgage loan's originator, for which the borrower
          qualified;

               (v) 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 the
          reasonable ability to make timely payments on the Mortgage Loan;

               (vi) No borrower under a Mortgage Loan in Loan Group 1 was
          charged "points and fees" in an amount greater than (a) $1,000 or
          (b) 5% of the principal amount of such mortgage loan, whichever is
          greater. For purposes of this representation, "points and fees" (x)
          include origination, underwriting, broker and finder's fees and
          charges that the lender imposed as a condition of making the
          mortgage loan, whether they are paid to the lender or a third party;
          and (y) exclude bona fide discount points, fees paid for actual
          services rendered in connection with the origination of the mortgage
          (such as attorneys' fees, notaries fees and fees paid for property
          appraisals, credit reports, surveys, title examinations and
          extracts, flood and tax certifications, and home inspections); the
          cost of mortgage insurance or credit-risk price adjustments; the
          costs of title, hazard, and flood insurance policies; state and
          local transfer taxes or fees; escrow deposits for the future payment
          of taxes and insurance premiums; and other miscellaneous fees and
          charges that, in total, do not exceed 0.25 percent of the loan
          amount;

               (vii) All points, fees and charges (including finance charges),
          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, have been disclosed in writing to the borrower in
          accordance with applicable state and federal law and regulation;

               (viii) With respect to (a) any Mortgage Loan in Loan Group 1
          originated on or after August 1, 2004, neither the related mortgage
          nor the related mortgage note requires the borrower to submit to
          arbitration to resolve any dispute arising out of or relating in any
          way to the mortgage loan transaction; and



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<PAGE>

               (ix) Each Mortgage Loan in Loan Group 1 had an original
          principal balance that conforms to Freddie Mac guidelines concerning
          original principal balance limits at the time of the origination of
          such mortgage loan.

               (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,


                                      79
<PAGE>

     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


                                      80
<PAGE>

     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


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<PAGE>

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


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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) or (d) with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Certificate Account of the amount required
to be deposited therein in connection with such substitution as described in
the following paragraph, the Trustee shall release to the Representing Party
the Mortgage File relating to such Deleted Mortgage Loan and held for the
benefit of the Certificateholders and shall execute and deliver at the Master
Servicer's direction such instruments of transfer or assignment as have been
prepared by the Master Servicer, in each case without recourse, as shall be
necessary to vest in the applicable Seller, or its respective designee, title
to the Trustee's interest in any Deleted Mortgage Loan substituted for
pursuant to this Section 2.03.

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

          In the event that a Seller shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited in the Certificate Account
pursuant to Section 3.05 on the Determination Date for the Distribution Date
in the month following the month during which


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<PAGE>

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.

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

          Section 2.04 Representations and Warranties of the Depositor.

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

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

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

               (3) The execution and delivery of this Agreement and each
     Subsequent Transfer Agreement by the Depositor, the consummation of the
     transactions contemplated by this Agreement, and the fulfillment of or
     compliance with the terms hereof are in the ordinary course of business
     of the Depositor and will not (A) result in a material breach of any term
     or provision of the charter or by-laws of the Depositor or (B) materially
     conflict with, result in a material breach, violation or acceleration of,
     or result in a material default under, the terms of any other material
     agreement or instrument to


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<PAGE>

     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(e).

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

          (a) Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which default is
not imminent, no repurchase or


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<PAGE>

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(e) with
respect to substitutions are satisfied, a Replacement Mortgage Loan for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
90 days of such discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty contained in Section 2.03. The Trustee
shall reconvey to CHL the Mortgage Loan to be released pursuant hereto in the
same manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty contained in Section
2.03.

          Section 2.06 Authentication and Delivery of Certificates.

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

          Section 2.07 Covenants of the Master Servicer.

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

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

          (b) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any
affiliate of the Depositor or the Trustee


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<PAGE>

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(R) System, or
cause the removal from the registration of any Mortgage Loan on the MERS(R)
System, to execute and deliver, on behalf of


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<PAGE>

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


                                      88
<PAGE>

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,


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<PAGE>

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


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<PAGE>

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;



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               (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. 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


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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


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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


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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;



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               (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, Prepayment Charges collected and the Master
Servicer Prepayment Charge Payment Amount for each Loan Group, and the Trustee
shall deposit such amount in the Distribution Account.

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

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

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

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


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          (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


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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


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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.



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          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,


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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


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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.



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          (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(R) System of such Mortgage and to execute
and deliver, on behalf of the Trust Fund and the Certificateholders or any of
them, any and all instruments of satisfaction or cancellation or of partial or
full release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account, the Distribution Account, the Carryover Reserve Fund or the related
subservicing account. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, upon delivery to the Trustee
of a Request for Document Release or a Request for File Release, as


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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


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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


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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


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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).



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

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

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

          In the event that the swap counterparty in respect of a replacement
swap contract pays any upfront amount to the Swap Contract Administrator in
connection with entering into the replacement swap contract and such upfront
amount is received by the Swap Contract Administrator prior to the
Distribution Date on which any Swap Termination Payment will be payable to the
Swap Counterparty in respect of the original Swap Contract, a portion of that
upfront amount equal to the lesser of (x) that upfront amount and (y) the
amount of the Swap Termination Payment due to the Swap Counterparty in respect
of the original Swap Contract (the "Adjusted Replacement Upfront Amount")
shall be included in Interest Funds for Loan Group 1 and Loan Group 2 pro rata
based on their respective Interest Funds for that Distribution Date and any
upfront amount in excess of the Adjusted Replacement Upfront Amount shall be


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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.



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          (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.


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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



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<PAGE>
          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;



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<PAGE>

               (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) with respect to any Distribution Date on or after the
     Stepdown Date and so long as a Trigger Event is not in effect, from the
     Principal Distribution Amounts for Loan Group 1 and Loan Group 2,
     sequentially:

               (A) in an amount up to the Class A Principal Distribution
          Target Amount, pro rata based on the related Class A Principal
          Distribution Allocation Amount for the Class 1-A Certificates and
          the Class 2-A Certificates, respectively, concurrently, to (I) the
          Class 1-A Certificates, in an amount up to the Class 1-A Principal
          Distribution Amount until the Certificate Principal Balance thereof
          is reduced to zero and (II) the Classes of Class 2-A Certificates,
          in an amount up to the Class 2-A Principal Distribution Amount in
          the order and priorities set forth in clause (3) below, until the
          Certificate Principal Balances thereof are reduced to zero;
          provided, however, that if the Certificate Principal Balance of the
          Class 1-A Certificates is reduced to zero then any remaining unpaid
          Class A Principal Distribution Target Amount will be distributed to
          the Class 2-A Certificates in the order and priorities set forth in
          clause (3) below; provided further, however, that if the aggregate
          Certificate Principal Balance of the Class 2-A Certificates is
          reduced to zero then any remaining unpaid Class A Principal
          Distribution Target Amount will be distributed to the Class 1-A
          Certificates,

               (B) sequentially, to the Class M-1, Class M-2, Class M-3, Class
          M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
          Certificates, in that order, the Subordinate Class Principal
          Distribution Amount for each such Class, in each case until the
          Certificate Principal Balance thereof is reduced to zero, and

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

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

          (c) With respect to any Distribution Date, any Excess Cashflow and,
in the case of clauses (1) and (2) below and in the case of the payment of
Unpaid Realized Loss Amounts pursuant to clause (3) below, any Credit Comeback
Excess Cashflow, shall be distributed to the Classes of Certificates in the
following order of priority, in each case first to the


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extent of the remaining Credit Comeback Excess Cashflow, if applicable, and
second to the extent of the remaining Excess Cashflow:

               (1) to the Holders of the Class or Classes of Interest-Bearing
     Certificates then entitled to receive distributions in respect of
     principal, in an aggregate amount equal to the Extra Principal
     Distribution Amount for each Loan Group, payable to such Holders of each
     such Class as part of the Principal Distribution Amount for Loan Group 1
     and Loan Group 2 pursuant to Section 4.04(b) above;

               (2) concurrently, to the Holders of the Class A Certificates,
     pro rata based on the Unpaid Realized Loss Amounts for such Classes, in
     each case in an amount equal to the Unpaid Realized Loss Amount for such
     Class;

               (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, the Class C
     Distributable Amount for such Distribution Date; and

               (8) to the Class A-R Certificates, any remaining amount.



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<PAGE>

          (d) On each Distribution Date on or prior to the Swap Contract
Termination Date, following the deposits to the Swap Account pursuant to
Section 4.04(a)(i) and Section 4.09 and the distributions described under
Section 4.04(c), the Swap Trustee shall distribute amounts on deposit in the
Swap Account in the following amounts and order of priority:

               (1) to the Swap Contract Administrator for payment to the Swap
     Counterparty, any Net Swap Payment payable to the Swap Counterparty with
     respect to such Distribution Date;

               (2) to the Swap Contract Administrator for payment to the Swap
     Counterparty, any Swap Termination Payment (other than a Swap Termination
     Payment due to a Swap Counterparty Trigger Event) payable to the Swap
     Counterparty with respect to such Distribution Date;

               (3) concurrently to the Holders of each Class of Class A
     Certificates, any remaining Current Interest and Interest Carry Forward
     Amount, pro rata based on their respective entitlements;

               (4) sequentially, to the Holders of the Class M-1, Class M-2,
     Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
     Class B Certificates, in that order, in each case in an amount equal to
     any remaining Current Interest and Interest Carry Forward Amount for such
     Class;

               (5) to the Holders of the Class or Classes of Interest-Bearing
     Certificates then entitled to receive distributions in respect of
     principal, in an aggregate amount equal to the Overcollateralization
     Deficiency Amount remaining unpaid following the distributions described
     under Section 4.04(c), payable to such Holders of each such Class in the
     same manner in which the Extra Principal Distribution Amount in respect
     of Loan Group 1 and Loan Group 2 would be distributed to such Classes as
     described under Section 4.04(c);

               (6) to the Holders of each Class of Class A Certificates and
     Subordinate Certificates, to the extent needed to pay any remaining Net
     Rate Carryover for each such Class, pro rata, based on the amount of such
     remaining Net Rate Carryover;

               (7) concurrently, to the Holders of each Class of Class A
     Certificates, pro rata, based on the remaining Unpaid Realized Loss
     Amounts for such Classes, in each case in an amount equal to the
     remaining Unpaid Realized Loss Amount for each such Class;

               (8) sequentially, to the Holders of the Class M-1, Class M-2,
     Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
     Class B Certificates, in that order, in each case in an amount equal to
     the remaining Unpaid Realized Loss Amount for each such Class; and

               (9) to the Swap Contract Administrator for payment to the Swap
     Counterparty, any Swap Termination Payment due to a Swap Counterparty
     Trigger Event payable to the Swap Counterparty with respect to such
     Distribution Date.



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<PAGE>

          (e) To the extent that a Class of Interest-Bearing Certificates
receives interest in excess of the applicable Net Rate Cap, if such interest
is paid pursuant to Section 4.04(c), then it shall be deemed to have been paid
to the Carryover Reserve Fund and then paid by the Carryover Reserve Fund to
those Certificateholders, and if such interest is paid pursuant to Section
4.04(d), then such interest shall be deemed to have been paid to the Swap
Account and then paid by the Swap Account to those Certificateholders. For
purposes of the Code, amounts deemed deposited in the Carryover Reserve Fund
shall be deemed to have first been distributed to the Class C Certificates.

          (f) On each Distribution Date, all Prepayment Charges and Master
Servicer Prepayment Charge Payment Amounts shall be distributed to the Class P
Certificates. On the Class P Principal Distribution Date, the Trustee shall
make the $100.00 distribution to the Class P Certificates as specified in
Section 3.08.

          (g) On each Distribution Date, the Trustee shall allocate any
Applied Realized Loss Amount to reduce the Certificate Principal Balances of
the Class B, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3,
Class M-2 and Class M-1 Certificates, sequentially, in that order, in each
case until the Certificate Principal Balance thereof is reduced to zero. After
the Certificate Principal Balances of the Subordinate Certificates have been
reduced to zero, (i) the Trustee shall allocate any Applied Realized Loss
Amount with respect to Loan Group 1 to reduce the Certificate Principal
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.



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<PAGE>

          Subject to Section 9.02 hereof respecting the final distribution, on
each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire
transfer in immediately available funds to the account of such Holder at a
bank or other entity having appropriate facilities therefor, if (i) such
Holder has so notified the Trustee at least five Business Days prior to the
related Record Date and (ii) such Holder shall hold Regular Certificates with
an aggregate initial Certificate Principal Balance of not less than $1,000,000
or evidencing a Percentage Interest aggregating 10% or more with respect to
such Class or, if not, by check mailed by first class mail to such
Certificateholder at the address of such Holder appearing in the Certificate
Register. Notwithstanding the foregoing, but subject to Section 9.02 hereof
respecting the final distribution, distributions with respect to Certificates
registered in the name of a Depository shall be made to such Depository in
immediately available funds.

          On or before 5:00 p.m. Pacific time on the fifth Business Day
following each Determination Date (but in no event later than 5:00 p.m.
Pacific time on the third Business Day before the related Distribution Date),
the Master Servicer shall deliver a report to the Trustee (in the form of a
computer readable magnetic tape or by such other means as the Master Servicer
and the Trustee may agree from time to time) containing such data and
information as agreed to by the Master Servicer and the Trustee (including,
without limitation, the actual mortgage rate for each Credit Comeback Loan)
such as to permit the Trustee to prepare the Monthly Statement and make the
required distributions for the related Distribution Date (the "Remittance
Report"). The Trustee shall not be responsible to recompute, recalculate or
verify information provided to it by the Master Servicer and shall be
permitted to conclusively rely on any information provided to it by the Master
Servicer.

          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


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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].



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<PAGE>

          Section 4.07 Carryover Reserve Fund.

          (a) On the Closing Date, the Trustee shall establish and maintain in
its name, in trust for the benefit of the Holders of the Certificates, the
Carryover Reserve Fund and shall deposit $1,000 therein. The Carryover Reserve
Fund shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including without limitation, other moneys held by the Trustee pursuant to
this Agreement.

          (b) The Trustee shall make withdrawals from the Carryover Reserve
Fund to make distributions in respect of Net Rate Carryover as to the extent
required by Section 4.04.

          (c) The Carryover Reserve Fund shall not constitute an asset of any
REMIC created hereunder. The Class C Certificates shall evidence ownership of
the Carryover Reserve Fund for federal tax purposes.

          Section 4.08 Credit Comeback Excess Account.

          On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of the Certificateholders, the Credit Comeback
Excess Account. The Credit Comeback Excess Account shall be an Eligible
Account, and funds on deposit therein shall be held separate and apart from,
and shall not be commingled with, any other moneys, including without
limitation, other moneys held by the Trustee pursuant to this Agreement.

          On each Distribution Date, the Trustee shall deposit all Credit
Comeback Excess Amounts in the Credit Comeback Excess Account. The Trustee
shall make withdrawals from the Credit Comeback Excess Account to make
distributions as and to the extent required by Section 4.04.

          Funds in the Credit Comeback Excess Account with respect to Loan
Group 1 and Loan Group 2 may be invested in Permitted Investments at the
written direction of the Majority Holder of the Class C Certificates, which
Permitted Investments shall mature not later than the Business Day immediately
preceding the first Distribution Date that follows the date of such investment
(except that if such Permitted Investment is an obligation of the institution
that maintains the Credit Comeback Excess Account, then such Permitted
Investment shall mature not later than such Distribution Date) and shall not
be sold or disposed of prior to maturity. All such Permitted Investments shall
be made in the name of the Trustee, for the benefit of the Certificateholders.
In the absence of such written direction, all funds in the Credit Comeback
Excess Account shall be invested by the Trustee in The Bank of New York cash
reserves. Any net investment earnings on amounts in the Credit Comeback Excess
Account with respect to Loan Group 1 and Loan Group 2 shall be payable pro
rata to the Holders of the Class C Certificates in accordance with their
Percentage Interests. Any losses incurred in the Credit Comeback Excess
Account in respect of any such investments shall be charged against amounts on
deposit in the Credit Comeback Excess Account (or such investments)
immediately as realized.

          The Trustee shall not be liable for the amount of any loss incurred
in respect of any investment or lack of investment of funds held in the Credit
Comeback Excess Account and


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<PAGE>

made in accordance with this Section 4.08. The Credit Comeback Excess Account
shall not constitute an asset of any REMIC created hereunder. The Class C
Certificates shall evidence ownership of the Credit Comeback Excess Account
for federal tax purposes.

          Section 4.09 Swap Trust and Swap Account.

          On the Closing Date, there is hereby established a separate trust
(the "Swap Trust"), the assets of which shall consist of the Trustee's rights
and obligations under the Swap Contract Administration Agreement. The Swap
Trust shall be maintained by the Swap Trustee, who initially, shall be the
Trustee. The Swap Trustee shall hold the assets of the Swap Trust in trust for
the benefit of the Holders of the Interest-Bearing Certificates and the Swap
Counterparty. No later than the Closing Date, the Swap Trustee shall establish
and maintain a separate, segregated trust account to be held in the Swap
Trust, titled, "Swap Account, The Bank of New York, as Swap Trustee, in trust
for the Swap Counterparty and the registered holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2006-5." 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.


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                                  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-13, 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:

                  Minimum         Integral Multiples in   Original Certificate
   Class        Denomination        Excess of Minimum      Principal Balance
-------------------------------------------------------------------------------
    1-A           $20,000               $1,000              $251,100,000
   2-A-1          $20,000               $1,000              $160,727,000
   2-A-2          $20,000               $1,000              $144,058,000
   2-A-3          $100,000              $1,000               $51,615,000
    M-1           $20,000               $1,000               $26,625,000
    M-2           $20,000               $1,000               $23,625,000
    M-3           $20,000               $1,000               $14,250,000
    M-4           $20,000               $1,000               $12,750,000
    M-5           $20,000               $1,000               $12,000,000
    M-6           $20,000               $1,000               $11,250,000
    M-7           $100,000              $1,000               $10,500,000
    M-8           $20,000               $1,000                $8,250,000
     B            $20,000               $1,000                $7,500,000
    A-R          $99.95(1)               N/A                        $100
     C              N/A                  N/A                         N/A
     P              N/A                  N/A                        $100

(1)  The Tax Matters Person Certificate may be issued in a denomination of
     $0.05.

          The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall
bind the Trustee, notwithstanding that such individuals or any of them have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such authentication
and delivery. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set
forth as attached hereto executed by the Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication. On the Closing Date, the Trustee shall
authenticate the Certificates to be issued at the written direction of the
Depositor, or any affiliate thereof.

          The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.


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          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


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C or Class P Certificate, as the case may be, clause (b) and (c) of the form
of Investment Letter shall not be applicable and shall be deleted by such
transferee. The Depositor shall provide to any Holder of a Private Certificate
and any prospective transferee designated by any such Holder, information
regarding the related Certificates and the Mortgage Loans and such other
information as shall be necessary to satisfy the condition to eligibility set
forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Master Servicer shall
cooperate with the Depositor in providing the Rule 144A information referenced
in the preceding sentence, including providing to the Depositor such
information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request to meet its
obligation under the preceding sentence. Each Holder of a Private Certificate
desiring to effect such Transfer shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Trust Fund, each Seller, the Master Servicer
and the NIM Insurer against any liability that may result if the Transfer is
not so exempt or is not made in accordance with such federal and state laws.

          No Transfer of an ERISA-Restricted Certificate (other than a
transfer of an ERISA-Restricted Certificate to an affiliate of the Depositor
(either directly or through a nominee) in connection with the initial issuance
of the Certificates) shall be made unless the Trustee shall have received
either (i) a representation from the transferee of such Certificate acceptable
to and in form and substance satisfactory to the Trustee (in the event such
Certificate is a Private Certificate, such requirement is satisfied only by
the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit K or Exhibit L, or in the event such
Certificate is a Residual Certificate, such requirement is satisfied only by
the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit I), to the effect that (x) such
transferee is not a Plan, or (y) in the case of an ERISA-Restricted
Certificate that has been the subject of an ERISA-Qualifying Underwriting, a
representation that the transferee is an insurance company which is purchasing
such Certificate with funds contained in an "insurance company general
account" (as such term is defined in section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of
such Certificate satisfy the requirements for exemptive relief under Sections
I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
or arrangement subject to ERISA, or a plan or arrangement subject to Section
4975 of the Code (or comparable provisions of any subsequent enactments), or a
trustee of any such plan or arrangement or any other person acting on behalf
of any such plan or arrangement, an Opinion of Counsel satisfactory to the
Trustee, addressed to the Trustee and the Master Servicer, to the effect that
the purchase or holding of such ERISA-Restricted Certificate will not result
in a non-exempt prohibited transaction under ERISA or the Code and will not
subject the Trustee or the Master Servicer to any obligation in addition to
those expressly undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Master Servicer, or the Trust Fund. For
purposes of the preceding sentence, one of such representations, as
appropriate, shall be deemed to have been made to the Trustee by the
transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance
by a Certificate Owner of the beneficial interest in any such Class of
ERISA-Restricted Certificates) unless the Trustee shall have received from the
transferee an Opinion of Counsel as described in clause (ii) or a
representation letter acceptable in form and substance to the Trustee.
Notwithstanding anything else to the contrary herein, any purported transfer
of an ERISA-Restricted Certificate to


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or on behalf of an employee benefit plan subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code without the delivery to the Trustee
of an Opinion of Counsel satisfactory to the Trustee meeting the requirements
of clause (i) of the first sentence of this paragraph as described above shall
be void and of no effect. The Trustee shall be under no liability to any
Person for any registration of transfer of any ERISA-Restricted Certificate
that is in fact not permitted by this Section 5.02(b) or for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the Trustee, with respect to the transfer of such Classes of
Certificates, required delivery of such certificates and other documentation
or evidence as are expressly required by the terms of this Agreement and
examined such certificates and other documentation or evidence to determine
compliance as to form with the express requirements hereof. The Trustee shall
be entitled, but not obligated, to recover from any Holder of any
ERISA-Restricted Certificate that was in fact an employee benefit plan or
arrangement subject to Section 406 of ERISA or a plan or arrangement subject
to Section 4975 of the Code or a Person acting on behalf of any such plan or
arrangement at the time it became a Holder or, at such subsequent time as it
became such a plan or arrangement or Person acting on behalf of such a plan or
arrangement, all payments made on such ERISA-Restricted Certificate at and
after either such time. Any such payments so recovered by the Trustee shall be
paid and delivered by the Trustee to the last preceding Holder of such
Certificate that is not such a plan or arrangement or Person acting on behalf
of a plan or arrangement.

          No transfer of an Interest-Bearing Certificate (other than a
transfer of an Interest-Bearing Certificate to an affiliate of the Depositor
(either directly or through a nominee) in connection with the initial issuance
of the Certificates) shall be made unless the Trustee shall have received
either (i) a representation from the transferee of such Interest-Bearing
Certificate acceptable to and in form and substance satisfactory to the
Trustee to the effect that such transferee is not a Plan, or (ii) a
representation that the purchase and holding of the Interest-Bearing
Certificate satisfy the requirements for exemptive relief under PTCE 84-14,
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption. In the
event that such a representation letter is not delivered, one of the foregoing
representations, as appropriate, shall be deemed to have been made by the
transferee's (including an initial acquiror's) acceptance of the
Interest-Bearing Certificate. In the event that such representation is
violated, such transfer or acquisition shall be void and of no effect.

          (c) Each Person who has or who acquires any Ownership Interest in a
Class A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

               (1) Each Person holding or acquiring any Ownership Interest in
     a Class A-R Certificate shall be a Permitted Transferee and shall
     promptly notify the Trustee of any change or impending change in its
     status as a Permitted Transferee.

               (2) Except in connection with (i) the registration of the Tax
     Matters Person Certificate in the name of the Trustee or (ii) any
     registration in the name of, or transfer of a Class A-R Certificate to,
     an affiliate of the Depositor (either directly or through a nominee) in
     connection with the initial issuance of the Certificates, no


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<PAGE>

     Ownership Interest in a Class A-R Certificate may be registered or
     transferred, and the Trustee shall not register the Transfer of any Class
     A-R Certificate, unless the Trustee shall have been furnished with an
     affidavit (a "Transfer Affidavit") of the initial owner or the proposed
     transferee in the form attached hereto as Exhibit I.

               (3) Each Person holding or acquiring any Ownership Interest in
     a Class A-R Certificate shall agree (A) to obtain a Transfer Affidavit
     from any other Person to whom such Person attempts to Transfer its
     Ownership Interest in a Class A-R Certificate, (B) to obtain a Transfer
     Affidavit from any Person for whom such Person is acting as nominee,
     trustee or agent in connection with any Transfer of a Class A-R
     Certificate and (C) not to Transfer its Ownership Interest in a Class A-R
     Certificate, or to cause the Transfer of an Ownership Interest in a Class
     A-R Certificate to any other Person, if it has actual knowledge that such
     Person is not a Permitted Transferee or that such Transfer Affidavit is
     false.

               (4) Any attempted or purported Transfer of any Ownership
     Interest in a Class A-R Certificate in violation of the provisions of
     this Section 5.02(c) shall be absolutely null and void and shall vest no
     rights in the purported Transferee. If any purported transferee shall
     become a Holder of a Class A-R Certificate in violation of the provisions
     of this Section 5.02(c), then the last preceding Permitted Transferee
     shall be restored to all rights as Holder thereof retroactive to the date
     of registration of Transfer of such Class A-R Certificate. The Trustee
     shall be under no liability to any Person for any registration of
     Transfer of a Class A-R Certificate that is in fact not permitted by
     Section 5.02(b) and this Section 5.02(c) or for making any payments due
     on such Certificate to the Holder thereof or taking any other action with
     respect to such Holder under the provisions of this Agreement so long as
     the Transfer was registered after receipt of the related Transfer
     Affidavit and Transferor Certificate. The Trustee shall be entitled but
     not obligated to recover from any Holder of a Class A-R Certificate that
     was in fact not a Permitted Transferee at the time it became a Holder or,
     at such subsequent time as it became other than a Permitted Transferee,
     all payments made on such Class A-R Certificate at and after either such
     time. Any such payments so recovered by the Trustee shall be paid and
     delivered by the Trustee to the last preceding Permitted Transferee of
     such Certificate.

               (5) The Master Servicer shall use its best efforts to make
     available, upon receipt of written request from the Trustee, all
     information necessary to compute any tax imposed under section 860E(e) of
     the Code as a result of a Transfer of an Ownership Interest in a Class
     A-R Certificate to any Holder who is not a Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth
in this Section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, any Seller or
the Master Servicer, to the effect that the elimination of such restrictions
will not cause any REMIC formed hereunder to fail to qualify as a REMIC at any
time that the Certificates are outstanding or result in the imposition of any
tax on the Trust Fund, a Certificateholder or another Person.


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<PAGE>

Each Person holding or acquiring any Ownership Interest in a Class A-R
Certificate, by acceptance of its Ownership Interest, shall be deemed to
consent to any amendment of this Agreement that, based on an Opinion of
Counsel furnished to the Trustee, is reasonably necessary (a) to ensure that
the record ownership of, or any beneficial interest in, a Class A-R
Certificate is not transferred, directly or indirectly, to a Person that is
not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Class A-R Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.

          (d) The preparation and delivery of all affidavits, certifications
and opinions referred to above in this Section 5.02 shall not be an expense of
the Trust Fund, the Trustee, the Depositor, any Seller or the Master Servicer.

          Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

          If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and of the ownership thereof and (b) there is
delivered to the Master Servicer and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like Class, tenor and Percentage Interest. In connection
with the issuance of any new Certificate under this Section 5.03, the Trustee
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time. All Certificates surrendered to the
Trustee under the terms of this Section 5.03 shall be canceled and destroyed
by the Trustee in accordance with its standard procedures without liability on
its part.

          Section 5.04 Persons Deemed Owners.

          The Master Servicer, the Trustee, the NIM Insurer and any agent of
the Master Servicer, the Trustee or the NIM Insurer may treat the person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions as provided in this Agreement and for
all other purposes whatsoever, and none of the Master Servicer, the Trustee,
the NIM Insurer or any agent of the Master Servicer, the Trustee or the NIM
Insurer shall be affected by any notice to the contrary.

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

          If three or more Certificateholders or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such
Certificateholders or Certificate Owners desire to communicate with other
Certificateholders or Certificate Owners with respect to their rights under
this Agreement or under the Certificates and (c) provide a copy of the
communication that such Certificateholders or Certificate Owners propose to
transmit or if the


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<PAGE>

Depositor or Master Servicer shall request such information in writing from
the Trustee, then the Trustee shall, within ten Business Days after the
receipt of such request, provide the Depositor, the Master Servicer or such
Certificateholders or Certificate Owners at such recipients' expense the most
recent list of the Certificateholders of the Trust Fund held by the Trustee,
if any. The Depositor and every Certificateholder or Certificate Owner, by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.

          Section 5.06 Book-Entry Certificates.

          The Book-Entry Certificates, upon original issuance, shall be issued
in the form of one typewritten Certificate (or more than one, if required by
the Depository) for each Class of such Certificates, to be delivered to the
Depository by or on behalf of the Depositor. Such Certificates shall initially
be registered on the Certificate Register in the name of the Depository or its
nominee, and no Certificate Owner of such Certificates will receive a
definitive certificate representing such Certificate Owner's interest in such
Certificates, except as provided in Section 5.08. Unless and until definitive,
fully registered Certificates ("Definitive Certificates") have been issued to
the Certificate Owners of such Certificates pursuant to Section 5.08:

          (a) the provisions of this Section shall be in full force and
effect;

          (b) the Depositor, the Sellers, the Master Servicer and the Trustee
may deal with the Depository and the Depository Participants for all purposes
(including the making of distributions) as the authorized representative of
the respective Certificate Owners of such Certificates;

          (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

          (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and
until Definitive Certificates are issued pursuant to Section 5.08, the
Depository will make book-entry transfers among the Depository Participants
and receive and transmit distributions of principal and interest on the
related Certificates to such Depository Participants;

          (e) the Depository may collect its usual and customary fees, charges
and expenses from its Depository Participants;

          (f) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants; and

          (g) to the extent the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control.



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<PAGE>

          For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may
be given by Certificate Owners (acting through the Depository and the
Depository Participants) owning Book-Entry Certificates evidencing the
requisite percentage of principal amount of such Class of Certificates.

          Section 5.07 Notices to Depository.

          Whenever any notice or other communication is required to be given
to Certificateholders of the Class with respect to which Book-Entry
Certificates have been issued, unless and until Definitive Certificates shall
have been issued to the related Certificate Owners, the Trustee shall give all
such notices and communications to the Depository.

          Section 5.08 Definitive Certificates.

          If, after Book-Entry Certificates have been issued with respect to
any Certificates, (a) the Depositor advises the Trustee that the Depository is
no longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Depositor is unable to locate a qualified successor or (b) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Book-Entry Certificates having not less than 51% of the Voting Rights
evidenced by any Class of Book-Entry Certificates advise the Trustee and the
Depository in writing through the Depository Participants that the
continuation of a book-entry system with respect to Certificates of such Class
through the Depository (or its successor) is no longer in the best interests
of the Certificate Owners of such Class, then the Trustee shall notify all
Certificate Owners of such Certificates, through the Depository, of the
occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners of such Class requesting the same. The
Depositor shall provide the Trustee with an adequate inventory of Certificates
to facilitate the issuance and transfer of Definitive Certificates. Upon
surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall authenticate and deliver such Definitive Certificates.
Neither the Depositor nor the Trustee shall be liable for any delay in
delivery of such instructions and each may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.

          Section 5.09 Maintenance of Office or Agency.

          The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in New York City where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its offices at 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust MBS Administration, as offices for such
purposes. The Trustee will give prompt written notice to the
Certificateholders of any change in such location of any such office or
agency.



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

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

          The Depositor, the Master Servicer and each Seller shall each be
liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by them herein.

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

          The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the
laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement. The Master Servicer will keep in effect its
existence, rights and franchises as a limited partnership under the laws of
the United States or under the laws of one of the states thereof and will
obtain and preserve its qualification or registration to do business as a
foreign partnership in each jurisdiction in which such qualification or
registration is or shall be necessary to protect the validity and
enforceability of this Agreement or any of the Mortgage Loans and to perform
its duties under this Agreement.

          Any Person into which the Depositor, the Master Servicer or any
Seller may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Depositor, the Master Servicer or any Seller
shall be a party, or any person succeeding to the business of the Depositor,
the Master Servicer or any Seller, shall be the successor of the Depositor,
the Master Servicer or such Seller, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided that
the successor or surviving Person to the Master Servicer shall be qualified to
service mortgage loans on behalf of Fannie Mae and Freddie Mac.

          As a condition to the effectiveness of any merger or consolidation,
at least 15 calendar days prior to the effective date of any merger or
consolidation of the Master Servicer, the Master Servicer shall provide (x)
written notice to the Depositor of any successor pursuant to this Section and
(y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect
to a replacement Master Servicer.

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

          None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under
any liability to the Trustee (except as provided in Section


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8.05), the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided that this provision shall not
protect the Depositor, the Sellers, the Master Servicer or any such Person
against any breach of representations or warranties made by it herein or
protect the Depositor, the Sellers, the Master Servicer or any such Person
from any liability that would otherwise be imposed by reasons of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The
Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director,
officer, employee or agent of the Depositor, the Sellers, the NIM Insurer or
the Master Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Sellers, the NIM Insurer, the Master
Servicer and any director, officer, employee or agent of the Depositor, the
Sellers, the NIM Insurer or the Master Servicer shall be indemnified by the
Trust Fund and held harmless against any loss, liability or expense incurred
in connection with any audit, controversy or judicial proceeding relating to a
governmental taxing authority or any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
or expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder. None of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under
any obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective duties hereunder and that in its opinion may
involve it in any expense or liability; provided that any of the Depositor,
the Sellers, the NIM Insurer or the Master Servicer may, in its discretion
undertake any such action that it may deem necessary or desirable in respect
of this Agreement and the rights and duties of the parties hereto and
interests of the Trustee and the Certificateholders hereunder. In such event,
the legal expenses and costs of such action and any liability resulting
therefrom shall be, expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Sellers, the NIM Insurer and the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account as provided
by Section 3.08 hereof.

          Section 6.04 Limitation on Resignation of Master Servicer.

          The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder
are no longer permissible under applicable law or (ii) upon appointment of a
successor servicer that is reasonably acceptable to the Trustee and the NIM
Insurer and the written confirmation from each Rating Agency (which
confirmation shall be furnished to the Depositor, the Trustee and the NIM
Insurer) that such resignation will not cause such Rating Agency to reduce the
then-current rating of the Certificates. Any such determination pursuant to
clause (i) of the preceding sentence permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to the Trustee. No resignation of the Master Servicer shall become effective
until the Trustee shall have assumed the Master Servicer's responsibilities,
duties, liabilities (other than those liabilities arising prior to the
appointment of such successor) and obligations under this Agreement and the
Depositor shall have received the information described in the following
sentence. As a condition to the effectiveness of any such resignation, at
least 15 calendar days prior to the effective date of such resignation, the
Master Servicer shall


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<PAGE>

provide (x) written notice to the Depositor of any successor pursuant to this
Section and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information reasonably requested by the Depositor in
order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to the resignation of the Master Servicer.

          Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

          The Master Servicer shall, for so long as it acts as servicer under
this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations
as servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of Fannie Mae and Freddie Mac
for persons performing servicing for mortgage loans purchased by Fannie Mae
and Freddie Mac. In the event that any such policy or bond ceases to be in
effect, the Master Servicer shall use its reasonable best efforts to obtain a
comparable replacement policy or bond from an insurer or issuer, meeting the
requirements set forth above as of the date of such replacement.

          The Master Servicer shall provide the Trustee and the NIM Insurer
(upon such party's reasonable request) with copies of any such insurance
policies and fidelity bond. The Master Servicer shall be deemed to have
complied with this provision if an Affiliate of the Master Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Master Servicer.

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

          Section 7.01 Events of Default.

          "Event of Default," wherever used herein, means any one of the
following events:

               (1) any failure by the Master Servicer to deposit in the
     Certificate Account or the Distribution Account or remit to the Trustee
     any payment (excluding a payment required to be made under Section 4.01
     hereof) required to be made under the terms of this Agreement, which
     failure shall continue unremedied for five calendar days and, with
     respect to a payment required to be made under Section 4.01(b) or (c)
     hereof, for one Business Day, after the date on which written notice of
     such failure shall have been given to the Master Servicer by the Trustee,
     the NIM Insurer or the Depositor, or to the Trustee, the NIM Insurer and
     the Master Servicer by the Holders of Certificates evidencing not less
     than 25% of the Voting Rights; or

               (2) any failure by the Master Servicer to observe or perform in
     any material respect any other of the covenants or agreements on the part
     of the Master Servicer contained in this Agreement (except with respect
     to a failure related to a Limited Exchange Act Reporting Obligation) or
     any representation or warranty shall prove to be untrue, which failure or
     breach shall continue unremedied for a period of 60 days after the date
     on which written notice of such failure shall have been given to the
     Master Servicer by the Trustee, the NIM Insurer or the Depositor, or to
     the Trustee by the


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     Holders of Certificates evidencing not less than 25% of the Voting
     Rights; provided, that the sixty-day cure period shall not apply to the
     initial delivery of the Mortgage File for Delay Delivery Mortgage Loans
     or the failure to repurchase or substitute in lieu thereof; or

               (3) a decree or order of a court or agency or supervisory
     authority having jurisdiction in the premises for the appointment of a
     receiver or liquidator in any insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer and such decree or order shall have remained in force
     undischarged or unstayed for a period of 60 consecutive days; or

               (4) the Master Servicer shall consent to the appointment of a
     receiver or liquidator in any insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings of or
     relating to the Master Servicer or all or substantially all of the
     property of the Master Servicer; or

               (5) the Master Servicer shall admit in writing its inability to
     pay its debts generally as they become due, file a petition to take
     advantage of, or commence a voluntary case under, any applicable
     insolvency or reorganization statute, make an assignment for the benefit
     of its creditors, or voluntarily suspend payment of its obligations; or

               (6) the Master Servicer shall fail to reimburse in full the
     Trustee not later than 6:00 p.m. (New York time) on the Business Day
     following the related Distribution Date for any Advance made by the
     Trustee pursuant to Section 4.01(d) together with accrued and unpaid
     interest.

          If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the
Trustee shall, but only at the direction of either the NIM Insurer or the
Holders of Certificates evidencing not less than 25% of the Voting Rights, by
notice in writing to the Master Servicer (with a copy to each Rating Agency
and the Depositor), terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder. In
addition, if during the period that the Depositor is required to file Exchange
Act Reports with respect to the Trust Fund, the Master Servicer shall fail to
observe or perform any of the obligations that constitute a Limited Exchange
Act Reporting Obligation or the obligations set forth in Section 3.17(a) or
Section 11.07(a)(1) and (2), and such failure continues for the lesser of 10
calendar days or such period in which the applicable Exchange Act Report can
be filed timely (without taking into account any extensions), so long as such
failure shall not have been remedied, the Trustee shall, but only at the
direction of the Depositor, terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder. The
Depositor shall not be entitled to terminate the rights and obligations of the
Master Servicer if a failure of the Master Servicer to identify a
Subcontractor "participating in the servicing function" within the meaning of
Item 1122 of Regulation AB was attributable


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solely to the role or functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.

          On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer hereunder, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee. The Trustee shall thereupon make any Advance described in Section
4.01 hereof subject to Section 3.04 hereof. The Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. Unless expressly provided in such written notice, no
such termination shall affect any obligation of the Master Servicer to pay
amounts owed pursuant to Article VIII. The Master Servicer agrees to cooperate
with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee of all cash amounts which shall at the time be
credited to the Certificate Account, or thereafter be received with respect to
the Mortgage Loans. The Trustee shall promptly notify the Rating Agencies and
the Depositor of the occurrence of an Event of Default.

          Notwithstanding any termination of the activities of a Master
Servicer hereunder, such Master Servicer shall be entitled to receive, out of
any late collection of a Scheduled Payment on a Mortgage Loan that was due
prior to the notice terminating such Master Servicer's rights and obligations
as Master Servicer hereunder and received after such notice, that portion
thereof to which such Master Servicer would have been entitled pursuant to
Sections 3.08(a)(i) through (viii), and any other amounts payable to such
Master Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.

          If the Master Servicer is terminated, the Trustee shall provide the
Depositor in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect
to a successor master servicer in the event the Trustee should succeed to the
duties of the Master Servicer as set forth herein.

          Section 7.02 Trustee to Act; Appointment of Successor.

          On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms
and provisions hereof and applicable law including the obligation to make
advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to all fees, costs and expenses relating to the Mortgage Loans
that the Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder. Notwithstanding the foregoing, if the Trustee
has become the successor to the Master Servicer in accordance with Section
7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if
it is prohibited by applicable law from making Advances


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pursuant to Section 4.01 hereof or if it is otherwise unable to so act, (i)
appoint any established mortgage loan servicing institution reasonably
acceptable to the NIM Insurer (as evidenced by the prior written consent of
the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor
servicer reasonably acceptable to the NIM Insurer, petition a court of
competent jurisdiction to appoint any established mortgage loan servicing
institution, the appointment of which does not adversely affect the
then-current rating of the Certificates and the NIM Insurer guaranteed notes
(without giving any effect to any policy or guaranty provided by the NIM
Insurer) by each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Any successor Master Servicer
shall be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000
and that is willing to service the Mortgage Loans and executes and delivers to
the Depositor and the Trustee an agreement accepting such delegation and
assignment, that contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the Master Servicer
(other than liabilities and indemnities of the Master Servicer under Section
6.03 hereof incurred prior to termination of the Master Servicer under Section
7.01), with like effect as if originally named as a party to this Agreement;
and provided further that each Rating Agency acknowledges that its rating of
the Certificates in effect immediately prior to such assignment and delegation
will not be qualified or reduced as a result of such assignment and
delegation. No appointment of a successor to the Master Servicer hereunder
shall be effective until (i) the Trustee shall have consented thereto, (ii)
written notice of such proposed appointment shall have been provided by the
Trustee to each Certificateholder and (iii) at least 15 calendar days prior to
the effective date of such appointment, (x) the Trustee shall provide written
notice to the Depositor of such successor pursuant to this Section 7.02 and
(y) such successor Master Servicer shall provide to the Depositor in writing
and in form and substance reasonably satisfactory to the Depositor, all
information reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to a replacement
master servicer. The Trustee shall not resign as servicer until a successor
servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee,
unless the Trustee is prohibited by law from so acting, shall, subject to
Section 3.04 hereof, act in such capacity as herein above provided. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided that no such
compensation shall be in excess of that permitted the Master Servicer
hereunder. The Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
Neither the Trustee nor any other successor servicer shall be deemed to be in
default hereunder by reason of any failure to make, or any delay in making,
any distribution hereunder or any portion thereof or any failure to perform,
or any delay in performing, any duties or responsibilities hereunder, in
either case caused by the failure of the Master Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it.

          Any successor to the Master Servicer as servicer shall give notice
to the NIM Insurer and the Mortgagors of such change of servicer and shall,
during the term of its service as servicer maintain in force the policy or
policies that the Master Servicer is required to maintain pursuant to Section
6.05.



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          In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, or (ii) the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee promptly upon receipt of the original with evidence of recording
thereon or a copy certified by the public recording office in which such
assignment was recorded.

          Section 7.03 Notification to Certificateholders.

          (a) Upon any termination of or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

          (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders notice of each such
Event of Default hereunder known to the Trustee, unless such Event of Default
shall have been cured or waived.

                                ARTICLE VIII.
                            CONCERNING THE TRUSTEE

          Section 8.01 Duties of Trustee.

          The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs.

          The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they conform to the requirements of this Agreement, to the extent
provided in this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee shall
take action as it deems appropriate to have the instrument corrected.



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          No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure
to perform its obligations in compliance with this Agreement, or any liability
that would be imposed by reason of its willful misfeasance or bad faith;
provided that:

               (1) prior to the occurrence of an Event of Default, and after
     the curing of all such Events of Default that may have occurred, the
     duties and obligations of the Trustee shall be determined solely by the
     express provisions of this Agreement, the Trustee shall not be liable,
     individually or as Trustee, except for the performance of such duties and
     obligations as are specifically set forth in this Agreement, no implied
     covenants or obligations shall be read into this Agreement against the
     Trustee and the Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon
     any certificates or opinions furnished to the Trustee and conforming to
     the requirements of this Agreement that it reasonably believed in good
     faith to be genuine and to have been duly executed by the proper
     authorities respecting any matters arising hereunder;

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

               (3) the Trustee shall not be liable, individually or as
     Trustee, with respect to any action taken, suffered or omitted to be
     taken by it in good faith in accordance with the direction of the Holders
     of each Class of Certificates evidencing not less than 25% of the Voting
     Rights of such Class relating to the time, method and place of conducting
     any proceeding for any remedy available to the Trustee, or exercising any
     trust or power conferred upon the Trustee under this Agreement; and

               (4) without in any way limiting the provisions of this Section
     8.01 or Section 8.02 hereof, the Trustee shall be entitled to rely
     conclusively on the information delivered to it by the Master Servicer in
     a Trustee Advance Notice in determining whether or not it is required to
     make an Advance under Section 4.01(d), shall have no responsibility to
     ascertain or confirm any information contained in any Trustee Advance
     Notice, and shall have no obligation to make any Advance under Section
     4.01(d) in the absence of a Trustee Advance Notice or actual knowledge by
     a Responsible Officer that (A) a required Advance was not made and (B)
     such required Advance was not a Nonrecoverable Advance.

          Section 8.02 Certain Matters Affecting the Trustee.

          (a) Except as otherwise provided in Section 8.01:

               (1) the Trustee may request and rely upon and shall be
     protected in acting or refraining from acting upon any resolution,
     Officer's Certificate, certificate of auditors or any other certificate,
     statement, instrument, opinion, report, notice, request,


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     consent, order, appraisal, bond or other paper or document believed by it
     to be genuine and to have been signed or presented by the proper party or
     parties;

               (2) the Trustee may consult with counsel and any Opinion of
     Counsel shall be full and complete authorization and protection in
     respect of any action taken or suffered or omitted by it hereunder in
     good faith and in accordance with such Opinion of Counsel;

               (3) the Trustee shall not be liable, individually or as
     Trustee, for any action taken, suffered or omitted by it in good faith
     and believed by it to be authorized or within the discretion or rights or
     powers conferred upon it by this Agreement;

               (4) prior to the occurrence of an Event of Default hereunder
     and after the curing of all Events of Default that may have occurred, the
     Trustee shall not be bound to make any investigation into the facts or
     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or other
     paper or document, unless requested in writing so to do by the NIM
     Insurer or the Holders of each Class of Certificates evidencing not less
     than 25% of the Voting Rights of such Class; provided, however, that if
     the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee not reasonably assured to
     the Trustee by the NIM Insurer or such Certificateholders, the Trustee
     may require reasonable indemnity against such expense, or liability from
     the NIM Insurer or such Certificateholders as a condition to taking any
     such action;

               (5) the Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or
     through agents, accountants or attorneys;

               (6) the Trustee shall not be required to expend its own funds
     or otherwise incur any financial liability in the performance of any of
     its duties hereunder if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such liability
     is not assured to it;

               (7) the Trustee shall not be liable, individually or as
     Trustee, for any loss on any investment of funds pursuant to this
     Agreement (other than as issuer of the investment security);

               (8) the Trustee shall not be deemed to have knowledge of an
     Event of Default until a Responsible Officer of the Trustee shall have
     received written notice thereof; and

               (9) the Trustee shall be under no obligation to exercise any of
     the trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or to institute, conduct or
     defend any litigation hereunder or in relation hereto at the request,
     order or direction of the NIM Insurer or any of the Certificateholders,
     pursuant to the provisions of this Agreement, unless the NIM Insurer or
     such Certificateholders, as applicable, shall have offered to the Trustee
     reasonable


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     security or indemnity against the costs, expenses and liabilities that
     may be incurred therein or thereby.

          (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee
without the possession of any of the Certificates, or the production thereof
at the trial or other proceeding relating thereto, and any such suit, action
or proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement.

          The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Swap Contract Administration Agreement (in
its capacity as Swap Trustee). The Sellers, the Depositor, the Master Servicer
and the Holders of the Interest-Bearing Certificates by their acceptance of
such Certificates acknowledge and agree that the Trustee shall execute,
deliver and perform its obligations under the Swap Contract Administration
Agreement and shall do so solely in its capacity as Swap Trustee, as the case
may be, and not in its individual capacity. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall apply to the Trustee's execution of the Swap Contract
Administration Agreement in its capacity as Swap Trustee, and the performance
of its duties and satisfaction of its obligations thereunder.

          Section 8.03 Trustee Not Liable for Mortgage Loans.

          The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Mortgage Loan or related document or of MERS or the MERS(R) System other than
with respect to the Trustee's execution and authentication of the
Certificates. The Trustee shall not be accountable for the use or application
by the Depositor or the Master Servicer of any funds paid to the Depositor or
the Master Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Certificate Account by the Depositor or the Master
Servicer.

          Section 8.04 Trustee May Own Certificates.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not the Trustee.

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

          The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Trustee acting in its
capacity as Trustee hereunder and (B) to the extent that the Trustee must
engage persons not regularly in its employ to perform acts or services on
behalf of the Trust Fund, which acts or services are not in the ordinary
course of the duties of a trustee, paying agent or certificate registrar, in
the absence of a breach or default by any party hereto, the reasonable
compensation, expenses and


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disbursements of such persons, except any such expense, disbursement or
advance as may arise from its negligence, bad faith or willful misconduct).
The Trustee and any director, officer, employee or agent of the Trustee shall
be indemnified by the Master Servicer and held harmless against any loss,
liability or expense (i) incurred in connection with any legal action relating
to this Agreement or the Certificates, or in connection with the performance
of any of the Trustee's duties hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of any of the Trustee's duties hereunder or by reason of
reckless disregard of the Trustee's obligations and duties hereunder or (ii)
resulting from any error in any tax or information return prepared by the
Master Servicer. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder.

          Section 8.06 Eligibility Requirements for Trustee.

          The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the
United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority and with a
credit rating that would not cause any of the Rating Agencies to reduce their
respective ratings of any Class of Certificates below the ratings issued on
the Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07 hereof. The corporation
or national banking association serving as Trustee may have normal banking and
trust relationships with the Depositor, the Sellers and the Master Servicer
and their respective affiliates; provided that such corporation cannot be an
affiliate of the Master Servicer other than the Trustee in its role as
successor to the Master Servicer.

          Section 8.07 Resignation and Removal of Trustee.

          The Trustee may at any time resign and be discharged from the trusts
hereby created by (1) giving written notice of resignation to the Depositor
and the Master Servicer and by mailing notice of resignation by first class
mail, postage prepaid, to the Certificateholders at their addresses appearing
on the Certificate Register and each Rating Agency, not less than 60 days
before the date specified in such notice when, subject to Section 8.08, such
resignation is to take effect, and (2) acceptance of appointment by a
successor trustee in accordance with Section 8.08 and meeting the
qualifications set forth in Section 8.06. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the
giving of such notice or resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.



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          As a condition to the effectiveness of any such resignation, at
least 15 calendar days prior to the effective date of such resignation, the
Trustee shall provide (x) written notice to the Depositor of any successor
pursuant to this Section and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to the resignation of the Trustee.

          If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign
after written request thereto by the NIM Insurer or the Depositor, (ii) the
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any
state in which the Trustee or the Trust Fund is located, (B) the imposition of
such tax would be avoided by the appointment of a different trustee and (C)
the Trustee fails to indemnify the Trust Fund against such tax, or (iv) during
the period which the Depositor is required to file Exchange Act Reports with
respect to the Trust Fund, the Trustee fails to comply with its obligations
under the last sentence of Section 7.01, the preceding paragraph, Section 8.09
or Article XI and such failure is not remedied within the lesser of 10
calendar days or such period in which the applicable Exchange Act Report can
be filed timely (without taking into account any extensions), then, in the
case of clauses (i) through (iii), the Depositor, the NIM Insurer or the
Master Servicer, or in the case of clause (iv), the Depositor, may remove the
Trustee and appoint a successor trustee, reasonably acceptable to the NIM
Insurer, by written instrument, in triplicate, one copy of which instrument
shall be delivered to the Trustee, one copy of which shall be delivered to the
Master Servicer and one copy of which shall be delivered to the successor
trustee.

          The Holders evidencing at least 51% of the Voting Rights of each
Class of Certificates may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered by the successor Trustee to the Master
Servicer one complete set to the Trustee so removed, one complete set to the
successor so appointed and one complete set to the Depositor, together with a
written description of the basis for such removal. Notice of any removal of
the Trustee shall be given to each Rating Agency by the successor Trustee.

          Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08 hereof.

          Section 8.08 Successor Trustee.

          Any successor trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, its predecessor
trustee and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and


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obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. In addition, if the Swap Contract is still
outstanding, the Person appointed as successor trustee shall execute,
acknowledge and deliver to the predecessor trustee, CHL and the Master
Servicer an instrument accepting the appointment as successor Swap Contract
Administrator under the Swap Contract Administration Agreement.

          No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 hereof, is reasonably
acceptable to the NIM Insurer, its appointment shall not adversely affect the
then-current ratings of the Certificates and has provided to the Depositor in
writing and in form and substance reasonably satisfactory to the Depositor,
all information reasonably requested by the Depositor in order to comply with
its reporting obligation under Item 6.02 of Form 8-K with respect to a
replacement Trustee. Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the
succession of such trustee hereunder to the NIM Insurer and all Holders of
Certificates. If the Depositor fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.

          Section 8.09 Merger or Consolidation of Trustee.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of
Section 8.06 hereof without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

          As a condition to the effectiveness of any merger or consolidation,
at least 15 calendar days prior to the effective date of any merger or
consolidation of the Trustee, the Trustee shall provide (x) written notice to
the Depositor of any successor pursuant to this Section and (y) in writing and
in form and substance reasonably satisfactory to the Depositor, all
information reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to a replacement
Trustee.

          Section 8.10 Appointment of Co-Trustee or Separate Trustee.

          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee and reasonably acceptable to the NIM Insurer
to act as co-trustee or co-trustees jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof,
whichever is applicable, and, subject to the other provisions of this Section
8.10, such


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powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment, or the NIM Insurer shall not have approved
such appointment, within 15 days after receipt by it of a request to do so, or
in the case an Event of Default shall have occurred and be continuing, the
Trustee shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required
under Section 8.08.

          Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and
conditions:

               (1) All rights, powers, duties and obligations conferred or
     imposed upon the Trustee, except for the obligation of the Trustee under
     this Agreement to advance funds on behalf of the Master Servicer, shall
     be conferred or imposed upon and exercised or performed by the Trustee
     and such separate trustee or co-trustee jointly (it being understood that
     such separate trustee or co-trustee is not authorized to act separately
     without the Trustee joining in such act), except to the extent that under
     any law of any jurisdiction in which any particular act or acts are to be
     performed (whether as Trustee hereunder or as successor to the Master
     Servicer hereunder), the Trustee shall be incompetent or unqualified to
     perform such act or acts, in which event such rights, powers, duties and
     obligations (including the holding of title to the Trust Fund or any
     portion thereof in any such jurisdiction) shall be exercised and
     performed singly by such separate trustee or co-trustee, but solely at
     the direction of the Trustee;

               (2) No trustee hereunder shall be held personally liable by
     reason of any act or omission of any other trustee hereunder; and

               (3) The Trustee may at any time accept the resignation of or
     remove any separate trustee or co-trustee.

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Each separate trustee and co-trustee
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer and the Depositor.

          Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of


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its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

          Section 8.11 Tax Matters.

          It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC created
pursuant to the Preliminary Statement qualifies as, a "real estate mortgage
investment conduit" as defined in and in accordance with the REMIC Provisions.
In furtherance of such intention, the Trustee covenants and agrees that it
shall act as agent (and the Trustee is hereby appointed to act as agent) on
behalf of the Trust Fund and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real
Estate Mortgage Investment Conduit Income Tax Returns (Form 1066 or any
successor form adopted by the Internal Revenue Service) and prepare and file
or cause to be prepared and filed with the Internal Revenue Service and
applicable state or local tax authorities income tax or information returns
for each taxable year with respect to each REMIC created hereunder containing
such information and at the times and in the manner as may be required by the
Code or state or local tax laws, regulations, or rules, and furnish or cause
to be furnished to Certificateholders the schedules, statements or information
at such times and in such manner as may be required thereby; (b) within thirty
days of the Closing Date, furnish or cause to be furnished to the Internal
Revenue Service, on Forms 8811 or as otherwise may be required by the Code,
the name, title, address, and telephone number of the person that the Holders
of the Certificates may contact for tax information relating thereto, together
with such additional information as may be required by such Form, and update
such information at the time or times in the manner required by the Code for
the Trust Fund; (c) make or cause to be made elections, on behalf of each
REMIC created hereunder to be treated as a REMIC on the federal tax return of
each such REMIC for its first taxable year (and, if necessary, under
applicable state law); (d) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal Revenue Service and,
if necessary, state tax authorities, all information returns and reports as
and when required to be provided to them in accordance with the REMIC
Provisions, including without limitation, the calculation of any original
issue discount using the Prepayment Assumption; (e) provide information
necessary for the computation of tax imposed on the transfer of a Class A-R
Certificate to a Person that is not a Permitted Transferee, or an agent
(including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non-Permitted Transferee is
the record holder of an interest (the reasonable cost of computing and
furnishing such information may be charged to the Person liable for such tax);
(f) to the extent that they are under its control conduct the affairs of the
Trust Fund at all times that any Certificates are outstanding so as to
maintain the status of each REMIC created hereunder as a REMIC under the REMIC
Provisions; (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any REMIC
created hereunder; (h) pay, from the sources specified in the penultimate
paragraph of this Section 8.11, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on
any REMIC created hereunder prior to the termination of the Trust Fund when
and as the same shall be due and payable (but such obligation shall not
prevent the Trustee or any other appropriate Person from contesting any such
tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) sign or cause to be signed federal, state or local
income tax or information returns; (j) maintain records relating to


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each REMIC created hereunder, including but not limited to the income,
expenses, assets and liabilities of each such REMIC, and the fair market value
and adjusted basis of the Trust Fund property determined at such intervals as
may be required by the Code, as may be necessary to prepare the foregoing
returns, schedules, statements or information; and (k) as and when necessary
and appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
REMIC created hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust Fund, and otherwise act on behalf of any REMIC created
hereunder in relation to any tax matter involving any such REMIC.

          In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (1), (2), (3) and
(4) of Section 4.05(d)). Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order
to enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Trustee on a timely basis.

          In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund as defined in section 860F(a)(2) of the Code, on the "net
income from foreclosure property" of the Trust Fund as defined in section
860G(c) of the Code, on any contribution to the Trust Fund after the startup
day pursuant to section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon the Trust Fund pursuant to sections 23153 and 24872 of the
California Revenue and Taxation Code if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of
any such minimum tax, and (y) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party here fails to honor its
obligations under the preceding clauses (i) or (ii), any such tax will be paid
first with amounts otherwise to be distributed to the Class A-R
Certificateholders, and second with amounts otherwise to be distributed to all
other Certificateholders in the same manner as if such tax were a Realized
Loss that occurred ratably within each Loan Group. Notwithstanding anything to
the contrary contained herein, to the extent that such tax is payable by the
Class A-R Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class A-R Certificates (and, if
necessary, second, from the Holders of the all other Certificates in the
priority specified in the preceding sentence), funds otherwise distributable
to such Holders in an amount sufficient to pay such tax. The Trustee agrees to
promptly notify in writing the party liable for any such tax of the amount
thereof and the due date for the payment thereof.



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          The Trustee shall treat the Carryover Reserve Fund and the Swap
Trust, including the Swap Account, as outside reserve funds within the meaning
of Treasury Regulation 1.860G-2(h), neither of which is an asset of any REMIC
created hereunder. The Carryover Reserve Fund shall be treated as owned by the
Class C Certificateholders and the Swap Trust, including the Swap Account
shall be treated as owned by the Class C Certificateholders. The rights of the
Holders of each Class of Certificates (other than the Class P and Class A-R
Certificates) to receive payments from, and the deemed obligations of such
Holders to make payments to, the Carryover Reserve Fund or the Swap Trust,
including the Swap Account, shall be treated as rights and obligations with
respect to notional principal contracts written by the Holders of the Class C
Certificates in respect of any Net Rate Carryover distributed pursuant to
Sections 4.04(c)(4), and (ii) the Swap Counterparty in respect of any Net Rate
Carryover funded by the Swap Contract and in respect of any residual payments
from such Swap Contract received by the Class C Certificates. Thus, the
Certificates (other than the Class P and Class A-R Certificates), shall be
treated as representing ownership of Master REMIC regular interests coupled
with contractual rights and obligations within the meaning of Treasury
Regulation 1.860G-2(i). For purposes of determining the issue price of the
various Master REMIC regular interests, the Trustee shall assume that the Swap
Contract has a value of $2,080,000.

          The Trustee shall treat the entitlement to Credit Comeback Excess
Amounts as owned by the Holders of the Class C Certificates and not as an
asset of, or interest in, any REMIC created hereunder. Further, the Trustee
shall treat any payments of Credit Comeback Excess Amounts to Persons other
than the Holders of the Class C Certificates as payments made by the Holders
of the Class C Certificates pursuant to a credit enhancement contract under
Treasury Regulation 1.860G-2(c). The Trustee shall also treat any amount
payable to a Class C Certificate with respect to the R-3-X Interest as
deposited into the Carryover Reserve Fund. In addition, to the extent the
interest otherwise payable to a Certificateholder is reduced for amounts
payable with respect to the Swap Contract, the Trustee, for federal income tax
purposes, shall treat the amount of such reduction as first payable to the
Certificateholder as interest and as then payable by the Certificateholder
with respect to a notional principal contract. To the extent the amount
payable with respect to the Swap Contract exceeds the aggregate of the
reductions described in the immediate sentence, the Trustee, for federal
income tax purposes, shall treat such excess as Realized Losses from Mortgage
Loans and to the extent such Realized Losses (if they had occurred) would be
allocated to a Certificateholder, the Trustee shall treat such amount as first
payable to the Certificateholder as principal and as then payable by the
Certificateholder with respect to a notional principal contract.

          Section 8.12 [Reserved].

          Section 8.13 Access to Records of the Trustee.

          The Trustee shall afford the Sellers, the Depositor, the Master
Servicer, the NIM Insurer and each Certificate Owner upon reasonable notice
during normal business hours access to all records maintained by the Trustee
in respect of its duties under this Agreement and access to officers of the
Trustee responsible for performing its duties. Upon request, the Trustee shall
furnish the Depositor, the Master Servicer, the NIM Insurer and any requesting
Certificate Owner with its most recent financial statements. The Trustee shall
cooperate fully with the Sellers, the Master Servicer, the Depositor, the NIM
Insurer and the Certificate Owner for review


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and copying any books, documents, or records requested with respect to the
Trustee's duties under this Agreement. The Sellers, the Depositor, the Master
Servicer and the Certificate Owner shall not have any responsibility or
liability for any action for failure to act by the Trustee and are not
obligated to supervise the performance of the Trustee under this Agreement or
otherwise.

          Section 8.14 Suits for Enforcement.

          If an Event of Default or other material default by the Master
Servicer or the Depositor under this Agreement occurs and is continuing, at
the direction of the Certificateholders holding not less than 51% of the
Voting Rights or the NIM Insurer, the Trustee shall proceed to protect and
enforce its rights and the rights of the Certificateholders or the NIM Insurer
under this Agreement by a suit, action, or proceeding in equity or at law or
otherwise, whether for the specific performance of any covenant or agreement
contained in this Agreement or in aid of the execution of any power granted in
this Agreement or for the enforcement of any other legal, equitable, or other
remedy, as the Trustee, being advised by counsel, and subject to the
foregoing, shall deem most effectual to protect and enforce any of the rights
of the Trustee, the NIM Insurer and the Certificateholders.

                                  ARTICLE IX.
                                  TERMINATION

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

          Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Sellers and the Trustee created hereby shall terminate upon the earlier of (a)
the purchase by the Master Servicer or NIM Insurer (the party exercising such
purchase option, the "Terminator") of all of the Mortgage Loans (and REO
Properties) remaining in the Trust Fund at the price equal to the sum of (i)
100% of the Stated Principal Balance of each Mortgage Loan in the Trust Fund
(other than in respect of an REO Property), (ii) accrued interest thereon at
the applicable Mortgage Rate (or, if such repurchase is effected by the Master
Servicer, at the applicable Net Mortgage Rate), (iii) the appraised value of
any REO Property in the Trust Fund (up to the Stated Principal Balance of the
related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Terminator and the Trustee, (iv) any remaining
unpaid costs and damages incurred by the Trust Fund that arises out of an
actual violation of any predatory or abusive lending law or regulation and (v)
if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and
the principal portion of any unreimbursed Advances, made on the Mortgage Loans
prior to the exercise of such repurchase and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to related Certificateholders of all
amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date hereof and (ii) the
Latest Possible Maturity Date.



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          The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall
be conditioned upon (1) the Stated Principal Balance of the Mortgage Loans, at
the time of any such repurchase, aggregating ten percent (10%) or less of the
sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans and the Pre-Funded Amount and (2) unless the NIM Insurer otherwise
consents, the purchase price for such Mortgage Loans and REO Properties shall
result in a final distribution on any NIM Insurer guaranteed notes that is
sufficient (x) to pay such notes in full and (y) to pay any amounts due and
payable to the NIM Insurer pursuant to the indenture related to such notes.

          The NIM Insurer's right to purchase all Mortgage Loans and REO
Properties shall be further conditioned upon the written consent of the Master
Servicer.

          The Swap Trust shall terminate on the earlier of (i) the Swap
Contract Termination Date, (ii) the reduction of the aggregate Certificate
Principal Balance of the Interest-Bearing Certificates to zero and (iii) the
termination of this Agreement.

          Section 9.02 Final Distribution on the Certificates.

          If on any Determination Date, (i) the Master Servicer determines
that there are no Outstanding Mortgage Loans and no other funds or assets in
the Trust Fund other than the funds in the Certificate Account, the Master
Servicer shall direct the Trustee to send a final distribution notice promptly
to each related Certificateholder or (ii) the Trustee determines that a Class
of Certificates shall be retired after a final distribution on such Class, the
Trustee shall notify the related Certificateholders within five (5) Business
Days after such Determination Date that the final distribution in retirement
of such Class of Certificates is scheduled to be made on the immediately
following Distribution Date. Any final distribution made pursuant to the
immediately preceding sentence will be made only upon presentation and
surrender of the related Certificates at the Corporate Trust Office of the
Trustee. If the Terminator elects to terminate pursuant to clause (a) of
Section 9.01, at least 20 days prior to the date notice is to be mailed to the
affected Certificateholders, such electing party shall notify the Depositor
and the Trustee of the date such electing party intends to terminate and of
the applicable repurchase price of the related Mortgage Loans and REO
Properties.

          Notice of any termination, specifying the Distribution Date on which
related Certificateholders may surrender their Certificates for payment of the
final distribution and cancellation, shall be given promptly by the Trustee by
letter to related Certificateholders mailed not earlier than the 10th day and
no later than the 15th day of the month immediately preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution
Date upon which final distribution on related Certificates will be made upon
presentation and surrender of such Certificates at the office therein
designated, (b) the amount of such final distribution, (c) the location of the
office or agency at which such presentation and surrender must be made, and
(d) that the Record Date otherwise applicable to such Distribution Date is not
applicable, distributions being made only upon presentation and surrender of
such Certificates at the office therein specified. The Terminator will give
such notice to each Rating Agency at the time such notice is given to the
affected Certificateholders.



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          In the event such notice is given, the Master Servicer shall cause
all funds in the Certificate Account to be remitted to the Trustee for deposit
in the Distribution Account on the Business Day prior to the applicable
Distribution Date in an amount equal to the final distribution in respect of
the Certificates. Upon such final deposit and the receipt by the Trustee of a
Request for File Release therefor, the Trustee shall promptly release to the
Master Servicer the Mortgage Files for the Mortgage Loans.

          Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each affected Class the
amounts allocable to such Certificates held in the Distribution Account (and,
if applicable, the Carryover Reserve Fund) in the order and priority set forth
in Section 4.04 hereof on the final Distribution Date and in proportion to
their respective Percentage Interests. Notwithstanding the reduction of the
Certificate Principal Balance of any Class of Certificates to zero, such Class
will be outstanding hereunder (solely for the purpose of receiving
distributions (if any) to which it may be entitled pursuant to the terms of
this Agreement and not for any other purpose) until the termination of the
respective obligations and responsibilities of the Depositor, each Seller, the
Master Servicer and the Trustee hereunder in accordance with Article IX.

          In the event that any affected Certificateholders shall not
surrender related Certificates for cancellation within six months after the
date specified in the above mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
related Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the Trust Fund. If within one
year after the second notice all related Certificates shall not have been
surrendered for cancellation, the Class A-R Certificates shall be entitled to
all unclaimed funds and other assets that remain subject hereto.

          Section 9.03 Additional Termination Requirements.

          (a) In the event the Terminator exercises its purchase option, the
Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Terminator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on "prohibited transactions" of a REMIC, or (ii)
cause any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

               (1) The Master Servicer shall establish a 90-day liquidation
period and notify the Trustee thereof, which shall in turn specify the first
day of such period in a statement attached to the Trust Fund's final Tax
Return pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer
shall prepare a plan of complete liquidation and shall otherwise satisfy all
the requirements of a qualified liquidation under Section 860F of the Code and
any regulations thereunder, as evidenced by an Opinion of Counsel delivered to
the Trustee and the Depositor obtained at the expense of the Terminator;



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               (2) During such 90-day liquidation period, and at or prior to
the time of making the final payment on the Certificates, the Master Servicer
as agent of the Trustee shall sell all of the assets of the Trust Fund to the
Terminator for cash; and

               (3) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Class A-R Certificateholders all cash on hand
(other than cash retained to meet claims) related to such Class of
Certificates, and the Trust Fund shall terminate at that time.

          (b) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Master Servicer to specify the 90-day liquidation period
for the Trust Fund, which authorization shall be binding upon all successor
Certificateholders. The Trustee shall attach a statement to the final federal
income tax return for each of any REMIC created hereunder stating that
pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day
liquidation period for each the REMIC was the date on which the Trustee sold
the assets of the Trust Fund to the Terminator.

          (c) The Trustee as agent for each REMIC created hereunder hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Master Servicer, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1), and together with the Holders of the Class
A-R Certificates agree to take such other action in connection therewith as
may be reasonably requested by the Terminator.

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

          Section 10.01 Amendment.

          This Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Sellers and the Trustee with the consent of the NIM
Insurer, without the consent of any of the Certificateholders (i) to cure any
ambiguity, (ii) to correct or supplement any provisions herein, (iii) to
conform this Agreement to the Prospectus Supplement or the Prospectus, (iv) to
modify, alter, amend, add to or rescind any of the terms or provisions
contained in this Agreement to comply with any rules or regulations
promulgated by the Securities and Exchange Commission from time to time, or
(v) to make such other provisions with respect to matters or questions arising
under this Agreement, as shall not be inconsistent with any other provisions
herein if such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder; provided that any such amendment shall be deemed not to
adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of the respective ratings then assigned to the Certificates, it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be


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deemed not to adversely affect in any material respect the interests of the
Certificateholders. Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the trust created by this
Agreement may be made without the consent of Certificateholders representing
not less than 51% of the Voting Rights of each Class of Certificates affected
by such amendment. Each party to this Agreement hereby agrees that it will
cooperate with each other party in amending this Agreement pursuant to clause
(iv) above.

          The Trustee, the Depositor, the Master Servicer and the Sellers with
the consent of the NIM Insurer may also at any time and from time to time
amend this Agreement, without the consent of the Certificateholders, to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary or appropriate to maintain the qualification of the Trust Fund as a
REMIC under the Code or to avoid or minimize the risk of the imposition of any
tax on the Trust Fund pursuant to the Code that would be a claim against the
Trust Fund at any time prior to the final redemption of the Certificates,
provided that the Trustee has been provided an Opinion of Counsel, which
opinion shall be an expense of the party requesting such opinion but in any
case shall not be an expense of the Trustee, to the effect that such action is
necessary or appropriate to maintain such qualification or to avoid or
minimize the risk of the imposition of such a tax.

          This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Sellers and the Trustee with the consent
of the NIM Insurer and the Holders of each Class of Certificates affected
thereby evidencing not less than 51% of the Voting Rights of such Class for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing 66% or more of the Voting Rights of such
Class, or (iii) reduce the aforesaid percentages of Certificates the Holders
of which are required to consent to any such amendment without the consent of
the Holders of all such Certificates then outstanding.

          Notwithstanding any contrary provision of this Agreement, no
amendment shall adversely affect in any material respect the Swap Counterparty
without at least ten Business Days' prior notice to the Swap Counterparty and
without the prior written consent of the Swap Counterparty, which consent
shall not be unreasonably withheld. CHL shall provide the Swap Counterparty
with prior written notice of any proposed material amendment of this
Agreement.

          Notwithstanding any contrary provision of this Agreement, the
Trustee and the NIM Insurer shall not consent to any amendment to this
Agreement unless each shall have first received an Opinion of Counsel
satisfactory to the Trustee and the NIM Insurer, which opinion shall be an
expense of the party requesting such amendment but in any case shall not be an
expense of the Trustee or the NIM Insurer, to the effect that such amendment
will not cause the imposition of any tax on the Trust Fund or the
Certificateholders or cause any REMIC formed hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding.



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          Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance of such amendment
to the Swap Counterparty, to each Certificateholder (if the consent of
Certificateholders is required) and each Rating Agency.

          It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trustee may prescribe.

          Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, reasonably satisfactory to
the Trustee and the NIM Insurer that (i) such amendment is permitted and is
not prohibited by this Agreement and that all requirements for amending this
Agreement have been complied with; and (ii) either (A) the amendment does not
adversely affect in any material respect the interests of any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section 10.01.

          Section 10.02 Recordation of Agreement; Counterparts.

          This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer at its
expense.

          For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one
and the same instrument.

          Section 10.03 Governing Law.

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

          Section 10.04 Intention of Parties.

          (a) It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title
insurance policies and any modifications, extensions and/or assumption
agreements and private mortgage insurance policies relating to the Mortgage
Loans by the Depositor to the Trustee be, and be construed as, an absolute
sale thereof to the Trustee. It is, further, not the intention of the parties
that such conveyance be deemed a pledge thereof by the Depositor to the
Trustee. However, in the event


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that, notwithstanding the intent of the parties, such assets are held to be
the property of the Depositor, or if for any other reason this Agreement or
any Subsequent Transfer Agreement is held or deemed to create a security
interest in such assets, then (i) this Agreement shall be deemed to be a
security agreement (within the meaning of the Uniform Commercial Code of the
State of New York) with respect to all such assets and security interests and
(ii) the conveyance provided for in this Agreement and any Subsequent Transfer
Agreement shall be deemed to be an assignment and a grant pursuant to the
terms of this Agreement by the Depositor to the Trustee, for the benefit of
the Certificateholders and the Swap Counterparty, of a security interest in
all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.

          The Depositor for the benefit of the Certificateholders, the NIM
Insurer and the Swap Counterparty shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the assets of the Trust
Fund, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. The Depositor shall arrange for filing
any Uniform Commercial Code continuation statements in connection with any
security interest granted or assigned to the Trustee for the benefit of the
Certificateholders and the Swap Counterparty.

          (b) The Depositor hereby represents that:

               (i) This Agreement creates a valid and continuing security
          interest (as defined in the Uniform Commercial Code as enacted in
          the State of New York (the "NY UCC")) in the Mortgage Notes in favor
          of the Trustee, which security interest is prior to all other liens,
          and is enforceable as such as against creditors of and purchasers
          from the Depositor.

               (ii) The Mortgage Notes constitute "instruments" within the
          meaning of the NY UCC.

               (iii) Immediately prior to the assignment of each Mortgage Loan
          to the Trustee, the Depositor owns and has good and marketable title
          to such Mortgage Loan free and clear of any lien, claim or
          encumbrance of any Person.

               (iv) The Depositor has received all consents and approvals
          required by the terms of the Mortgage Loans to the sale of the
          Mortgage Loans hereunder to the Trustee.

               (v) All original executed copies of each Mortgage Note that are
          required to be delivered to the Trustee pursuant to Section 2.01
          have been delivered to the Trustee.

               (vi) Other than the security interest granted to the Trustee
          pursuant to this Agreement, the Depositor has not pledged, assigned,
          sold, granted a security interest in, or otherwise conveyed any of
          the Mortgage Loans. The Depositor has not authorized the filing of
          and is not aware of any financing statements against the Depositor
          that include a description of collateral covering the Mortgage Loans
          other than any financing statement relating to the security interest
          granted to the


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          Trustee hereunder or that has been terminated. The Depositor is not
          aware of any judgment or tax lien filings against the Depositor.

          (c) The Master Servicer shall take such action as is reasonably
necessary to maintain the perfection and priority of the security interest of
the Trustee in the Mortgage Loans; provided, however, that the obligation to
deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall be
solely the Depositor's obligation and the Master Servicer shall not be
responsible for the safekeeping of the Mortgage Files by the Trustee.

          (d) It is understood and agreed that the representations and
warranties set forth in subsection (b) above shall survive delivery of the
Mortgage Files to the Trustee. Upon discovery by the Depositor or the Trustee
of a breach of any of the foregoing representations and warranties set forth
in subsection (b) above, which breach materially and adversely affects the
interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency.

          Section 10.05 Notices.

          (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency and the Swap Counterparty with respect to each of
the following of which it has actual knowledge:

               (1) Any material change or amendment to this Agreement;

               (2) The occurrence of any Event of Default that has not been
     cured;

               (3) The resignation or termination of the Master Servicer or
     the Trustee and the appointment of any successor;

               (4) The repurchase or substitution of Mortgage Loans pursuant
     to Sections 2.02, 2.03, 2.04 and 3.12; and

               (5) The final payment to Certificateholders.

          (b) In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following:

               (1) Each report to Certificateholders described in Section
     4.05;

               (2) Each annual statement as to compliance described in Section
     3.17; and

               (3) Each annual independent public accountants' servicing
     report described in Section 11.07.

          (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas,


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California 91302, facsimile number: (818) 225-4053, Attention: David A.
Spector, or such other address as may be hereafter furnished to the Sellers,
the Master Servicer and the Trustee by the Depositor in writing; (ii) in the
case of CHL, Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas,
California 91302, facsimile number (818) 225-4053, Attention: David A.
Spector, or such other address as may be hereafter furnished to the Depositor,
the Master Servicer and the Trustee by the Sellers in writing; (iii) in the
case of Park Monaco, Park Monaco Inc., 4500 Park Granada, Calabasas,
California 91302, facsimile number (818) 225-4028, Attention: Paul Liu, or
such other address as may be hereafter furnished to the Depositor, the Master
Servicer and the Trustee by the Sellers in writing; (iv) in the case of Park
Sienna, Park Sienna LLC, 4500 Park Granada, Calabasas, California 91302,
facsimile number (818) 225-4028, Attention: Paul Liu, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (v) in the case of the Master Servicer,
Countrywide Home Loans Servicing LP, 7105 Corporate Drive, Plano, Texas 75024,
facsimile number (805) 520-5623, Attention: Mark Wong or such other address as
may be hereafter furnished to the Depositor, the Sellers and the Trustee by
the Master Servicer in writing; (vi) in the case of the Trustee, The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention: Corporate
Trust MBS Administration, CWABS, Series 2006-5, or such other address as the
Trustee may hereafter furnish to the parties hereto; (vii) in the case of the
Rating Agencies, (x) Moody's Investors Service, Inc., Attention: ABS
Monitoring Department, 99 Church Street, Sixth Floor, New York, New York
10007, and (y) Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Attention: Mortgage Surveillance Group, 55 Water
Street, 41st Floor, New York, New York 10041; and (viii) in the case of the
Swap Counterparty, Lehman Brothers Special Financing Inc., c/o Lehman Brothers
Inc., Transaction Management Group, Corporate Advisory Division, 745 Seventh
Avenue, New York, NY 10019, Attention: Documentation Manager, facsimile number
(212) 526-7672, or such other address as may be hereafter furnished by the
Swap Counterparty. Notices to Certificateholders shall be deemed given when
mailed, first postage prepaid, to their respective addresses appearing in the
Certificate Register.

          Section 10.06 Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.

          Section 10.07 Assignment.

          Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by the
Master Servicer without the prior written consent of the Trustee and the
Depositor.

          Section 10.08 Limitation on Rights of Certificateholders.

          The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to


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claim an accounting or to take any action or commence any proceeding in any
court for a petition or winding up of the Trust Fund, or otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

          No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, the Holders of Certificates evidencing not less than
25% of the Voting Rights shall also have made written request to the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 10.08, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

          Section 10.09 Inspection and Audit Rights.

          The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor, any Seller, the NIM Insurer or the
Trustee during the Master Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Master Servicer
relating to the Mortgage Loans, to make copies and extracts therefrom, to
cause such books to be audited by independent certified public accountants
selected by the Depositor, a Seller, the NIM Insurer or the Trustee and to
discuss its affairs, finances and accounts relating to the Mortgage Loans with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with such representative such affairs, finances and accounts), all at such
reasonable times and as often as may be reasonably requested. Any
out-of-pocket expense incident to the exercise by the Depositor, any Seller,
the NIM Insurer or the Trustee of any right under this Section 10.09 shall be
borne by the party requesting such inspection; all other such expenses shall
be borne by the Master Servicer.



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          Section 10.10 Certificates Nonassessable and Fully Paid.

          It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for
any reason whatsoever, and that the Certificates, upon due authentication
thereof by the Trustee pursuant to this Agreement, are and shall be deemed
fully paid.

          Section 10.11 Rights of NIM Insurer.

          (a) The rights of the NIM Insurer under this Agreement shall exist
only so long as either:

               (1) the notes certain payments on which are guaranteed by the
     NIM Insurer remain outstanding or

               (2) the NIM Insurer is owed amounts paid by it with respect to
     that guaranty.

          (b) The rights of the NIM Insurer under this Agreement are
exercisable by the NIM Insurer only so long as no default by the NIM Insurer
under its guaranty of certain payments under notes backed or secured by the
Class C or Class P Certificates has occurred and is continuing. If the NIM
Insurer is the subject of any insolvency proceeding, the rights of the NIM
Insurer under this Agreement will be exercisable by the NIM Insurer only so
long as:

               (1) the obligations of the NIM Insurer under its guaranty of
     notes backed or secured by the Class C or Class P Certificates have not
     been disavowed and

               (2) CHL and the Trustee have received reasonable assurances
     that the NIM Insurer will be able to satisfy its obligations under its
     guaranty of notes backed or secured by the Class C or Class P
     Certificates.

          (c) The NIM Insurer is a third party beneficiary of this Agreement
to the same extent as if it were a party to this Agreement and may enforce any
of those rights under this Agreement.

          (d) A copy of any documents of any nature required by this Agreement
to be delivered by the Trustee, or to the Trustee or the Rating Agencies,
shall in each case at the same time also be delivered to the NIM Insurer. Any
notices required to be given by the Trustee, or to the Trustee or the Rating
Agencies, shall in each case at the same time also be given to the NIM
Insurer. If the Trustee receives a notice or document that is required
hereunder to be delivered to the NIM Insurer, and if such notice or document
does not indicate that a copy thereof has been previously sent to the NIM
Insurer, the Trustee shall send the NIM Insurer a copy of such notice or
document. If such document is an Opinion of Counsel, the NIM Insurer shall be
an addressee thereof or such Opinion of Counsel shall contain language
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an
addressee thereof.



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          (e) Anything in this Agreement that is conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies shall also be conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned by the Rating
Agencies to the notes backed or secured by the Class C or Class P Certificates
(without giving effect to any policy or guaranty provided by the NIM Insurer).




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                                  ARTICLE XI.
                            EXCHANGE ACT REPORTING

          Section 11.01. Filing Obligations.

          The Master Servicer, the Trustee and each Seller shall reasonably
cooperate with the Depositor in connection with the satisfaction of the
Depositor's reporting requirements under the Exchange Act with respect to the
Trust Fund. In addition to the information specified below, if so requested by
the Depositor for the purpose of satisfying its reporting obligation under the
Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the
Master Servicer shall cause each Subservicer to) provide the Depositor with
(a) such information which is available to such Person without unreasonable
effort or expense and within such timeframe as may be reasonably requested by
the Depositor to comply with the Depositor's reporting obligations under the
Exchange Act and (b) to the extent such Person is a party (and the Depositor
is not a party) to any agreement or amendment required to be filed, copies of
such agreement or amendment in EDGAR-compatible form.

          Section 11.02 Form 10-D Filings.

          (a) In accordance with the Exchange Act, the Trustee shall prepare
for filing and file within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act) with the Commission with respect
to the Trust Fund, a Form 10-D with copies of the Monthly Statement and, to
the extent delivered to the Trustee, no later than 10 days following the
Distribution Date, such other information identified by the Depositor or the
Master Servicer, in writing, to be filed with the Commission (such other
information, the "Additional Designated Information"). If the Depositor or
Master Servicer directs that any Additional Designated Information is to be
filed with any Form 10-D, the Depositor or Master Servicer, as the case may
be, shall specify the Item on Form 10-D to which such information is
responsive and, with respect to any Exhibit to be filed on Form 10-D, the
Exhibit number. Any information to be filed on Form 10-D shall be delivered to
the Trustee in EDGAR-compatible form or as otherwise agreed upon by the
Trustee and the Depositor or the Master Servicer, as the case may be, at the
Depositor's expense, and any necessary conversion to EDGAR-compatible format
will be at the Depositor's expense. At the reasonable request of, and in
accordance with the reasonable directions of, the Depositor or the Master
Servicer, subject to the two preceding sentences, the Trustee shall prepare
for filing and file an amendment to any Form 10-D previously filed with the
Commission with respect to the Trust Fund. The Master Servicer shall sign the
Form 10-D filed on behalf of the Trust Fund.

          (b) No later than each Distribution Date, each of the Master
Servicer and the Trustee shall notify (and the Master Servicer shall cause any
Subservicer to notify) the Depositor and the Master Servicer of any Form 10-D
Disclosure Item, together with a description of any such Form 10-D Disclosure
Item in form and substance reasonably acceptable to the Depositor. In addition
to such information as the Master Servicer and the Trustee are obligated to
provide pursuant to other provisions of this Agreement, if so requested by the
Depositor, each of the Master Servicer and the Trustee shall provide such
information which is available to the Master Servicer and the Trustee, as
applicable, without unreasonable effort or expense regarding the performance
or servicing of the Mortgage Loans (in the case of the Trustee, based on the


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<PAGE>

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


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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.




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          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.



                                     161
<PAGE>

               (5) The Master Servicer and the Trustee shall execute (and the
     Master Servicer shall cause each Subservicer to execute, and the Master
     Servicer and the Trustee shall cause each Reporting Subcontractor to
     execute) a reliance certificate to enable the Certification Parties to
     rely upon each (i) annual compliance statement provided pursuant to
     Section 3.17, (ii) annual report on assessments of compliance with
     servicing criteria provided pursuant to this Section 11.07 and (iii)
     accountant's report provided pursuant to this Section 11.07 and shall
     include a certification that each such annual compliance statement or
     report discloses any deficiencies or defaults described to the registered
     public accountants of such Person to enable such accountants to render
     the certificates provided for in this Section 11.07.

          (b) In the event the Master Servicer, any Subservicer, the Trustee
or Reporting Subcontractor is terminated or resigns during the term of this
Agreement, such Person shall provide documents and information required by
this Section 11.07 with respect to the period of time it was subject to this
Agreement or provided services with respect to the Trust Fund, the
Certificates or the Mortgage Loans.

          (c) Each assessment of compliance provided by a Subservicer pursuant
to Section 11.07(a)(3) shall address each of the Servicing Criteria specified
on a certification substantially in the form of Exhibit W hereto delivered to
the Depositor concurrently with the execution of this Agreement or, in the
case of a Subservicer subsequently appointed as such, on or prior to the date
of such appointment. An assessment of compliance provided by a Subcontractor
pursuant to Section 11.07(a)(3) or (4) need not address any elements of the
Servicing Criteria other than those specified by the Master Servicer or the
Trustee, as applicable, pursuant to Section 11.07(a)(1).

          Section 11.08 Use of Subservicers and Subcontractors.

          (a) The Master Servicer shall cause any Subservicer used by the
Master Servicer (or by any Subservicer) for the benefit of the Depositor to
comply with the provisions of Section 3.17 and this Article XI to the same
extent as if such Subservicer were the Master Servicer (except with respect to
the Master Servicer's duties with respect to preparing and filing any Exchange
Act Reports or as the Certifying Person). The Master Servicer shall be
responsible for obtaining from each Subservicer and delivering to the
Depositor any servicer compliance statement required to be delivered by such
Subservicer under Section 3.17, any assessment of compliance and attestation
required to be delivered by such Subservicer under Section 11.07 and any
certification required to be delivered to the Certifying Person under Section
11.05 as and when required to be delivered. As a condition to the succession
to any Subservicer as subservicer under this Agreement by any Person (i) into
which such Subservicer may be merged or consolidated, or (ii) which may be
appointed as a successor to any Subservicer, the Master Servicer shall provide
to the Depositor, at least 15 calendar days prior to the effective date of
such succession or appointment, (x) written notice to the Depositor of such
succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K.



                                     162
<PAGE>

          (b) It shall not be necessary for the Master Servicer, any
Subservicer or the Trustee to seek the consent of the Depositor or any other
party hereto to the utilization of any Subcontractor. The Master Servicer or
the Trustee, as applicable, shall promptly upon request provide to the
Depositor (or any designee of the Depositor, such as the Master Servicer or
administrator) a written description (in form and substance satisfactory to
the Depositor) of the role and function of each Subcontractor utilized by such
Person (or in the case of the Master Servicer, any Subservicer), specifying
(i) the identity of each such Subcontractor, (ii) which (if any) of such
Subcontractors are "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, and (iii) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by
each Subcontractor identified pursuant to clause (ii) of this paragraph.

          As a condition to the utilization of any Subcontractor determined to
be a Reporting Subcontractor, the Master Servicer or the Trustee, as
applicable, shall cause any such Subcontractor used by such Person (or in the
case of the Master Servicer, any Subservicer) for the benefit of the Depositor
to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to
the same extent as if such Subcontractor were the Master Servicer (except with
respect to the Master Servicer's duties with respect to preparing and filing
any Exchange Act Reports or as the Certifying Person) or the Trustee, as
applicable. The Master Servicer or the Trustee, as applicable, shall be
responsible for obtaining from each Subcontractor and delivering to the
Depositor and the Master Servicer, any assessment of compliance and
attestation required to be delivered by such Subcontractor under Section 11.05
and Section 11.07, in each case as and when required to be delivered.

          Section 11.09 Amendments.

          In the event the parties to this Agreement desire to further clarify
or amend any provision of this Article XI, this Agreement shall be amended to
reflect the new agreement between the parties covering matters in this Article
XI pursuant to Section 10.01, which amendment shall not require any Opinion of
Counsel or Rating Agency confirmations or the consent of any Certificateholder
or the NIM Insurer.

          If, during the period that the Depositor is required to file
Exchange Act Reports with respect to the Trust Fund, the Master Servicer is no
longer an Affiliate of the Depositor, the Depositor shall assume the
obligations and responsibilities of the Master Servicer in this Article XI
with respect to the preparation and filing of the Exchange Act Reports and/or
acting as the Certifying Person, if the Depositor has received indemnity from
such successor Master Servicer satisfactory to the Depositor, and such Master
Servicer has agreed to provide a Sarbanes-Oxley Certification to the Depositor
substantially in the form of Exhibit AA and the certifications referred to in
Section 11.07.

          Section 11.10 Reconciliation of Accounts.

          Any reconciliation of Accounts performed by any party hereto, or any
Subservicer or Subcontractor shall be prepared no later than 45 calendar days
after the bank statement cut-off date.


                                     163
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

                                       CWABS, INC.,
                                                as Depositor


                                       By:              /s/ Leon Daniels, Jr.
                                            ------------------------------------
                                                Name:   Leon Daniels, Jr.
                                                Title:  Vice President


                                       COUNTRYWIDE HOME LOANS, INC.,
                                                as a Seller


                                       By:              /s/ Leon Daniels, Jr.
                                            ------------------------------------
                                                Name:   Leon Daniels, Jr.
                                                Title:  Senior Vice President


                                       PARK MONACO INC.,
                                                as a Seller


                                       By:              /s/ Leon Daniels, Jr.
                                            ------------------------------------
                                                Name:   Leon Daniels, Jr.
                                                Title:  Vice President


                                       PARK SIENNA LLC,
                                                as a Seller


                                       By:              /s/ Leon Daniels, Jr.
                                            ------------------------------------
                                                Name:   Leon Daniels, Jr.
                                                Title:  Assistant Vice President





<PAGE>



                                       COUNTRYWIDE HOME LOANS SERVICING LP,
                                                as Master Servicer

                                       By:  COUNTRYWIDE GP, INC.


                                       By:              /s/ Leon Daniels, Jr.
                                            ------------------------------------
                                                Name:   Leon Daniels, Jr.
                                                Title:  Senior Vice President


                                       THE BANK OF NEW YORK,
                                       as Trustee


                                       By:              /s/ Maria Tokarz
                                            ------------------------------------
                                                Name:   Maria Tokarz
                                                Title:  Assistant Treasurer



<PAGE>



                                       THE BANK OF NEW YORK
                                       (solely with respect to its obligations
                                       under Section 4.01(d))




                                       By:           /s/ Paul Connolly
                                            ------------------------------------
                                            Name:    Paul Connolly
                                            Title:   Vice President


<PAGE>


STATE OF CALIFORNIA      )
                         )   ss.:
COUNTY OF LOS ANGELES    )

          On this 28th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Senior Vice President of Countrywide
Home Loans, Inc., one of the corporations that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
corporation and acknowledged to me that such corporation executed the within
instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                 /s/ Glenda J. Daniel
                                        ----------------------------------------
                                                 Notary Public


[Notarial Seal]







<PAGE>




STATE OF CALIFORNIA      )
                         )   ss.:
COUNTY OF LOS ANGELES    )

          On this 28th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Senior Vice President of Countrywide
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]







<PAGE>




STATE OF CALIFORNIA      )
                         )   ss.:
COUNTY OF LOS ANGELES    )

          On this 28th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of CWABS, Inc., one of
the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation and acknowledged
to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                 /s/ Glenda J. Daniel
                                        ----------------------------------------
                                                 Notary Public



[Notarial Seal]


<PAGE>


STATE OF CALIFORNIA      )
                         )   ss.:
COUNTY OF LOS ANGELES    )

          On this 28th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of Park Monaco Inc., one
of the corporations that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                 /s/ Glenda J. Daniel
                                        ----------------------------------------
                                                 Notary Public


[Notarial Seal]





<PAGE>






STATE OF CALIFORNIA      )
                         )   ss.:
COUNTY OF LOS ANGELES    )

          On this 28th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a 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]





<PAGE>



STATE OF NEW YORK        )
                         )   ss.:
COUNTY OF NEW YORK       )

          On this 28th day of March, 2006 before me, a notary public in and
for said State, appeared Maria Tokarz, personally known to me on the basis of
satisfactory evidence to be a Assistant Treasurer of The Bank of New York, a
New York banking corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                 /s/ Philip A. Tracy III
                                        ----------------------------------------
                                                 Notary Public


[Notarial Seal]





<PAGE>




STATE OF NEW YORK        )
                         )   ss.:
COUNTY OF NEW YORK       )

          On this 28th 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]






<PAGE>


                                                                 Exhibits A-1
                                                                 through A-13

                        [Exhibits A-1 through A-13 are
                photocopies of such Certificates as delivered.]

               [See appropriate documents delivered at closing.]








                                      A-1

<PAGE>

                                                                     Exhibit B

                           Exhibit B is a photocopy
                          of the Class P Certificates
                                 as delivered.

               [See appropriate document delivered at closing.]







                                      B-1


<PAGE>


                                                                     Exhibit C

                           Exhibit C is a photocopy
                          of the Class C Certificates
                                 as delivered.


               [See appropriate document delivered at closing.]







                                      C-1

<PAGE>

                                                                     Exhibit D

                           Exhibit D is a photocopy
                         of the Class A-R Certificate
                                 as delivered.


               [See appropriate documents delivered at closing.]






                                      D-1



<PAGE>


                                                                     Exhibit E

                           Exhibit E is a photocopy
                     of the Tax Matters Person Certificate
                                 as delivered.

               [See appropriate documents delivered at closing.]






                                      E-1

<PAGE>



                                                           Exhibit F-1 and F-2

            [Exhibits F-1 and F-2 are schedules of Mortgage Loans]

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






                                      F-1


<PAGE>


                                  EXHIBIT G-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]




          Re:  CWABS Asset-Backed Certificates, Series 2006-5
               ----------------------------------------------

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, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed in the attached list of exceptions) the Trustee has received:

          (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of ______________,
without recourse", or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit, stating that the
original Mortgage Note was lost or destroyed, together with a copy of the
related Mortgage Note; and

          (ii) a duly executed assignment of the Mortgage or a copy of such
assignment, in either case in the form permitted by Section 2.01 of the
Pooling and Servicing Agreement.

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.



                                     G-1-1
<PAGE>


          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                             The Bank of New York,
                                                      as Trustee



                                             By:
                                                      -------------------------
                                                      Name:
                                                      Title:


                                     G-1-2


<PAGE>


                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



          Re:  CWABS Asset-Backed Certificates, Series 2006-5
               ----------------------------------------------

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, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that [, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________ (the "Subsequent Transfer Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The Bank of New
York, as Trustee], except as listed in the following paragraph, as to each
[Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule]
(other than any [Mortgage Loan][Loan Number and Borrower Identification
Mortgage Loan Schedule] paid in full or listed on the attached list of
exceptions) the Trustee has received:

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

          (ii) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a
copy of such Mortgage, with recording information, and in the case of each
[Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage
Loan, the original Mortgage or a copy of such Mortgage, with recording
information, noting thereon the presence of the MIN of the [Initial Mortgage
Loan][Subsequent Mortgage Loan] and language indicating that the [Initial
Mortgage


                                     G-2-1


<PAGE>

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 2006-5, 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.


                                     G-2-2


<PAGE>

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such Mortgage Loan.


                                     G-2-3


<PAGE>


          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                       The Bank of New York,
                                                as Trustee



                                       By:
                                                --------------------------------
                                                Name:
                                                Title:



                                     G-2-4


<PAGE>



                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



          Re:  CWABS Asset-Backed Certificates, Series 2006-5
               ----------------------------------------------

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, Countrywide Home Loans Servicing LP, as
Master Servicer, and the undersigned, as Trustee.] The undersigned hereby
certifies that [, with respect to the Subsequent Mortgage Loans delivered in
connection with the Subsequent Transfer Agreement, dated as of __________ (the
"Subsequent Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide
Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC,
as a Seller and The Bank of New York, as Trustee,] as to each Delay Delivery
Mortgage Loan listed on the Schedule A attached hereto (other than any
[Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or listed on
Schedule B attached hereto) the Trustee has received:

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

          (2) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 2006-5, 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

                                     G-3-1


<PAGE>

of each [Initial Mortgage Loan][Subsequent Mortgage Loan] with respect to
property located in the State of California that is not a MERS Mortgage Loan,
a duly executed assignment of the Mortgage in blank (each such assignment,
when duly and validly completed, to be in recordable form and sufficient to
effect the assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates).

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such [Initial Mortgage Loan][Subsequent Mortgage Loan].

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                         The Bank of New York,
                                               as Trustee



                                         By:
                                               --------------------------------
                                               Name:
                                               Title:



                                     G-3-2




<PAGE>


                                  EXHIBIT G-4

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE
                          (SUBSEQUENT MORTGAGE LOANS)

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


          Re:  CWABS Asset-Backed Certificates, Series 2006-5
               ----------------------------------------------

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, 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



                                     G-4-1


<PAGE>

Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness
or suitability of any such Subsequent Mortgage Loan.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                       The Bank of New York,
                                                as Trustee



                                       By:
                                                --------------------------------
                                                Name:
                                                Title:


                                     G-4-2


<PAGE>



                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Sellers]


          Re:  CWABS Asset-Backed Certificates, Series 2006-5
               ----------------------------------------------

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, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________ (the "Subsequent Transfer Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The Bank of New
York, as Trustee,] as to each [Initial Mortgage Loan][Subsequent Mortgage
Loan] listed in the [Mortgage Loan Schedule][Loan Number and Borrower
Identification Mortgage Loan Schedule] (other than any [Initial Mortgage
Loan][Subsequent Mortgage Loan] paid in full or listed on the attached
Document Exception Report) the Trustee has received:

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

          (ii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a
copy of such Mortgage, with recording information, and in the case of each
[Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage
Loan, the original Mortgage or a copy of such Mortgage, with recording
information, noting the presence of the MIN of the [Initial Mortgage
Loan][Subsequent Mortgage Loan] and language indicating that the [Initial
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial
Mortgage Loan][Subsequent


                                      H-1

<PAGE>

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 2006-5, 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].



                                      H-2
<PAGE>



          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                       The Bank of New York,
                                          as Trustee



                                       By:
                                                --------------------------------
                                                Name:
                                                Title:



                                      H-3


<PAGE>


                                   EXHIBIT I

               TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF                 )
                         )   ss.:
COUNTY OF                )

          The undersigned, being first duly sworn, deposes and says as
follows:

          1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2006 (the "Agreement"), by and among CWABS, Inc., as depositor
(the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park Monaco
Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, and The Bank of New York, as Trustee.
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

          2. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986, nor
is it acting on behalf of or with plan assets of any such plan. The Transferee
is, as of the date hereof, and will be, as of the date of the Transfer, a
Permitted Transferee. The Transferee will endeavor to remain a Permitted
Transferee for so long as it retains its Ownership Interest in the
Certificate. The Transferee is acquiring its Ownership Interest in the
Certificate for its own account.

          3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

          4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is
false. (For this purpose, a "pass-through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)

                                     I-1


<PAGE>

          5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by
and to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

          6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

          7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to the Class A-R Certificates.

          8. The Transferee's taxpayer identification number is _____.

          9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30).

          10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax. In
addition, as the holder of a noneconomic residual interest, the Transferee may
incur tax liabilities in excess of any cash flows generated by the interest
and the Transferee hereby represents that it intends to pay taxes associated
with holding the residual interest as they become due.

          11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the
transfer of the Class A-R Certificates to permit the Transferor to assess the
financial capability of the Transferee to pay such taxes.

                                     * * *

                                     I-2

<PAGE>



          IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of _____________, 20__.

                                            [NAME OF TRANSFEREE]


                                            By:
                                                 ------------------------------
                                                     Name:
                                                     Title:


[Corporate Seal]

ATTEST:

-------------------------
[Assistant] Secretary

          Personally appeared before me the above-named _____________, known
or proved to me to be the same person who executed the foregoing instrument
and to be the ____________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

          Subscribed and sworn before me this ____ day of _______, 20__.



                                          -------------------------------------
                                                       NOTARY PUBLIC
                                          My Commission expires the ___ day of
                                                          , 20__.


                                     I-3

<PAGE>


                              Certain Definitions

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

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

          "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

          "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

          "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

                                     I-4

<PAGE>


                       Section 5.02(c) of the Agreement

          (c) Each Person who has or who acquires any Ownership Interest in a
Class A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

          (1) Each Person holding or acquiring any Ownership Interest in a
     Class A-R Certificate shall be a Permitted Transferee and shall promptly
     notify the Trustee of any change or impending change in its status as a
     Permitted Transferee.

          (2) Except in connection with (i) the registration of the Tax
     Matters Person Certificate in the name of the Trustee or (ii) any
     registration in the name of, or transfer of a Class A-R Certificate to,
     an affiliate of the Depositor (either directly or through a nominee) in
     connection with the initial issuance of the Certificates, no Ownership
     Interest in a Class A-R Certificate may be registered on the Closing Date
     or thereafter transferred, and the Trustee shall not register the
     Transfer of any Class A-R Certificate, unless the Trustee shall have been
     furnished with an affidavit (a "Transfer Affidavit") of the initial owner
     or the proposed transferee in the form attached hereto as Exhibit I.

          (3) Each Person holding or acquiring any Ownership Interest in a
     Class A-R Certificate shall agree (A) to obtain a Transfer Affidavit from
     any other Person to whom such Person attempts to Transfer its Ownership
     Interest in a Class A-R Certificate, (B) to obtain a Transfer Affidavit
     from any Person for whom such Person is acting as nominee, trustee or
     agent in connection with any Transfer of a Class A-R Certificate and (C)
     not to Transfer its Ownership Interest in a Class A-R Certificate, or to
     cause the Transfer of an Ownership Interest in a Class A-R Certificate to
     any other Person, if it has actual knowledge that such Person is not a
     Permitted Transferee.

          (4) Any attempted or purported Transfer of any Ownership Interest in
     a Class A-R Certificate in violation of the provisions of this Section
     5.02(c) shall be absolutely null and void and shall vest no rights in the
     purported Transferee. If any purported transferee shall become a Holder
     of a Class A-R Certificate in violation of the provisions of this Section
     5.02(c), then the last preceding Permitted Transferee shall be restored
     to all rights as Holder thereof retroactive to the date of registration
     of Transfer of such Class A-R Certificate. The Trustee shall be under no
     liability to any Person for any registration of Transfer of a Class A-R
     Certificate that is in fact not permitted by Section 5.02(b) and this
     Section 5.02(c) or for making any payments due on such Certificate to the
     Holder thereof or taking any other action with respect to such Holder
     under the provisions of this Agreement so long as the Transfer was
     registered after receipt of the related Transfer Affidavit and Transferor
     Certificate. The Trustee shall be entitled but not obligated to recover
     from any Holder of a Class A-R Certificate that was in fact not a
     Permitted Transferee at the time it became a Holder or, at such
     subsequent time as it became other than a Permitted Transferee, all
     payments made on such Class A-R Certificate at and after either such
     time. Any such payments so recovered by the Trustee shall be paid and
     delivered by the Trustee to the last preceding Permitted Transferee of
     such Certificate.

                                     I-5

<PAGE>

          (5) The Master Servicer shall use its best efforts to make
     available, upon receipt of written request from the Trustee, all
     information necessary to compute any tax imposed under section 860E(e) of
     the Code as a result of a Transfer of an Ownership Interest in a Class
     A-R Certificate to any Holder who is not a Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth
in this Section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, the Sellers
or the Master Servicer to the effect that the elimination of such restrictions
will not cause any constituent REMIC of any REMIC formed hereunder to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any ownership Interest in a Class A-R
Certificate hereby consents to any amendment of this Agreement that, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Class
A-R Certificate is not transferred, directly or indirectly, to a Person that
is not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Class A-R Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.


                                     I-6

<PAGE>


                                  EXHIBIT J-1

           FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


CWABS, Inc.
as Depositor
4500 Park Granada
Calabasas, California  91302

The Bank of New York
as Trustee
101 Barclay Street
New York, New York  10286


          Re:  CWABS, Inc. Asset Backed
               Certificates, Series 2006-5
               ---------------------------

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, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                       Very truly yours,



                                       -------------------------------------
                                       Name of Transferor


                                       By: _________________________________
                                       Name:
                                       Title:


                                    J-1-1

<PAGE>



                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                     Date:


CWABS, Inc.,
            as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
            as Trustee
101 Barclay Street
New York, New York  10286


          Re:  CWABS, Inc. Asset-Backed Certificates,
               Series 2006-5, 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, Countrywide Home Loans Servicing LP, as
Master Servicer, and The Bank of New York, as Trustee.

                                           Very truly yours,


                                           ----------------------------------
                                           Name of Transferor


                                           By: _______________________________
                                           Name:
                                           Title:


                                    J-2-1

<PAGE>


                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                     Date:


CWABS, Inc.,
            as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
            as Trustee
101 Barclay St., 8W
New York, New York  10286


          Re:   CWABS, Inc. Asset-Backed Certificates,
                Series 2006-5, Class [   ]


Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we are an "accredited investor," as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(f) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, or taken any other action which would
result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any


                                     K-1
<PAGE>

Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt
from such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling
and Servicing Agreement.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of 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, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                           Very truly yours,

                                           ----------------------------------
                                           Name of Transferee

                                           By: _______________________________
                                                   Authorized Officer


                                     K-2

<PAGE>


                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                     Date:


CWABS, Inc.,
            as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
            as Trustee
101 Barclay Street
New York, New York  10286


          Re:  CWABS, Inc. Asset-Backed Certificates,
               Series 2006-5, Class [   ]

Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from, or otherwise approached or negotiated with respect to
the Certificates, any interest in the Certificates or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other
action, that would constitute a distribution of the Certificates under the
Securities Act or that would render the disposition of the


                                     L-1
<PAGE>

Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
(f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are
aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the Securities Act.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of 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, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                         Very truly yours,

                                         ----------------------------------
                                         Name of Transferee

                                         By: _______________________________
                                                Authorized Officer



                                     L-2
<PAGE>


                             ANNEX 1 TO EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     As indicated below, the undersigned is the President, Chief Financial
        Officer, Senior Vice President or other executive officer of the
        Buyer.

     In connection with purchases by the Buyer, the Buyer is a "qualified
        institutional buyer" as that term is defined in Rule 144A under the
        Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer
        owned and/or invested on a discretionary basis either at least
        $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
        and/or invest on a discretionary basis at least $10,000,000 in
        securities (except for the excluded securities referred to below) as
        of the end of the Buyer's most recent fiscal year (such amount being
        calculated in accordance with Rule 144A and (ii) the Buyer satisfies
        the criteria in the category marked below.

         ___   Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or
               charitable organization described in Section 501(c)(3) of the
               Internal Revenue Code of 1986, as amended.

         ___   Bank. The Buyer (a) is a national bank or banking institution
               organized under the laws of any State, territory or the
               District of Columbia, the business of which is substantially
               confined to banking and is supervised by the State or
               territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached
               hereto.

         ___   Savings and Loan. The Buyer (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is
               supervised and examined by a State or Federal authority having
               supervision over any such institutions or is a foreign savings
               and loan association or equivalent institution and (b) has an
               audited net worth of at least $25,000,000 as demonstrated in
               its latest annual financial statements, a copy of which is
               attached hereto.

         ___   Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934.

         ___   Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of


                                      L-3
<PAGE>

               risks underwritten by insurance companies and which is subject
               to supervision by the insurance commissioner or a similar
               official or agency of a State, territory or the District of
               Columbia.

         ___   State or Local Plan. The Buyer is a plan established and
               maintained by a State, its political subdivisions, or any
               agency or instrumentality of the State or its political
               subdivisions, for the benefit of its employees.

         ___   ERISA Plan. The Buyer is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security
               Act of 1974.

         ___   Investment Advisor. The Buyer is an investment advisor
               registered under the Investment Advisors Act of 1940.

         ___   Small Business Investment Company. Buyer is a small business
               investment company licensed by the U.S. Small Business
               Administration under Section 301(c) or (d) of the Small
               Business Investment Act of 1958.

         ___   Business Development Company. Buyer is a business development
               company as defined in Section 202(a)(22) of the Investment
               Advisors Act of 1940.

     The term "securities" as used herein does not include (i) securities of
        issuers that are affiliated with the Buyer, (ii) securities that are
        part of an unsold allotment to or subscription by the Buyer, if the
        Buyer is a dealer, (iii) securities issued or guaranteed by the U.S.
        or any instrumentality thereof, (iv) bank deposit notes and
        certificates of deposit, (v) loan participations, (vi) repurchase
        agreements, (vii) securities owned but subject to a repurchase
        agreement and (viii) currency, interest rate and commodity swaps.

     For purposes of determining the aggregate amount of securities owned
        and/or invested on a discretionary basis by the Buyer, the Buyer used
        the cost of such securities to the Buyer and did not include any of
        the securities referred to in the preceding paragraph, except (i)
        where the Buyer reports its securities holdings in its financial
        statements on the basis of their market value, and (ii) no current
        information with respect to the cost of those securities has been
        published. If clause (ii) in the preceding sentence applies, the
        securities may be valued at market. Further, in determining such
        aggregate amount, the Buyer may have included securities owned by
        subsidiaries of the Buyer, but only if such subsidiaries are
        consolidated with the Buyer in its financial statements prepared in
        accordance with generally accepted accounting principles and if the
        investments of such subsidiaries are managed under the Buyer's
        direction. However, such securities were not included if the Buyer is
        a majority-owned, consolidated subsidiary of another enterprise and
        the Buyer is not itself a reporting company under the Securities
        Exchange Act of 1934, as amended.

     The Buyer acknowledges that it is familiar with Rule 144A and understands
        that the seller to it and other parties related to the Certificates
        are relying and will continue to rely on the statements made herein
        because one or more sales to the Buyer may be in reliance on Rule
        144A.



                                      L-4
<PAGE>

     Until the date of purchase of the Rule 144A Securities, the Buyer will
        notify each of the parties to which this certification is made of any
        changes in the information and conclusions herein. Until such notice
        is given, the Buyer's purchase of the Certificates will constitute a
        reaffirmation of this certification as of the date of such purchase.
        In addition, if the Buyer is a bank or savings and loan is provided
        above, the Buyer agrees that it will furnish to such parties updated
        annual financial statements promptly after they become available.

                                         ------------------------------------
                                                  Print Name of Buyer


                                         By:
                                             -----------------------------------
                                                  Name:
                                                  Title:


                                         Date:
                                              ----------------------------------



                                     L-5
<PAGE>



                                                          ANNEX 2 TO EXHIBIT L
                                                          --------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

          [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

     In connection with purchases by Buyer, the Buyer is a "qualified
        institutional buyer" as defined in SEC Rule 144A because (i) the Buyer
        is an investment company registered under the Investment Company Act
        of 1940, as amended and (ii) as marked below, the Buyer alone, or the
        Buyer's Family of Investment Companies, owned at least $100,000,000 in
        securities (other than the excluded securities referred to below) as
        of the end of the Buyer's most recent fiscal year. For purposes of
        determining the amount of securities owned by the Buyer or the Buyer's
        Family of Investment Companies, the cost of such securities was used,
        except (i) where the Buyer or the Buyer's Family of Investment
        Companies reports its securities holdings in its financial statements
        on the basis of their market value, and (ii) no current information
        with respect to the cost of those securities has been published. If
        clause (ii) in the preceding sentence applies, the securities may be
        valued at market.

     ___ The Buyer owned $     in securities (other than the excluded securities
         referred to below) as of the end of the Buyer's most recent fiscal
         year (such amount being calculated in accordance with Rule 144A).

     ___ The Buyer is part of a Family of Investment Companies which owned in
         the aggregate $     in securities (other than the excluded securities
         referred to below) as of the end of the Buyer's most recent fiscal
         year (such amount being calculated in accordance with Rule 144A).

     The term "Family of Investment Companies" as used herein means two or
        more registered investment companies (or series thereof) that have the
        same investment adviser or investment advisers that are affiliated (by
        virtue of being majority owned subsidiaries of the same parent or
        because one investment adviser is a majority owned subsidiary of the
        other).

     The term "securities" as used herein does not include (i) securities of
        issuers that are affiliated with the Buyer or are part of the Buyer's
        Family of Investment Companies, (ii) securities issued or guaranteed
        by the U.S. or any instrumentality thereof, (iii) bank deposit notes
        and certificates of deposit, (iv) loan participations, (v) repurchase


                                     L-6

<PAGE>

        agreements, (vi) securities owned but subject to a repurchase
        agreement and (vii) currency, interest rate and commodity swaps.

     The Buyer is familiar with Rule 144A and under-stands that the parties
        listed in the Rule 144A Transferee Certificate to which this
        certification relates are relying and will continue to rely on the
        statements made herein because one or more sales to the Buyer will be
        in reliance on Rule 144A. In addition, the Buyer will only purchase
        for the Buyer's own account.

     Until the date of purchase of the Certificates, the undersigned will
        notify the parties listed in the Rule 144A Transferee Certificate to
        which this certification relates of any changes in the information and
        conclusions herein. Until such notice is given, the Buyer's purchase
        of the Certificates will constitute a reaffirmation of this
        certification by the undersigned as of the date of such purchase.

                                        _______________________________________
                                             Print Name of Buyer or Adviser


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                        IF AN ADVISER:



                                        _______________________________________
                                                  Print Name of Buyer


                                        Date:
                                             -----------------------------------

                                     L-7

<PAGE>


                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

            Name of Mortgagor:
                                            -----------------------------------

            Master Servicer
            Loan No.:
                                            -----------------------------------

Trustee

            Name:
                                            -----------------------------------

            Address:
                                            -----------------------------------

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

            Trustee
            Mortgage File No.:
                                            -----------------------------------

          The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 2006-5, 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,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New
York, as Trustee.

( )       Mortgage Note dated ___________, ____, in the original principal sum
          of $________, made by __________________, payable to, or endorsed to
          the order of, the Trustee.

( )       Mortgage recorded on _________________ as instrument no.
          ________________ in the County Recorder's Office of the County of
          ________________, State of _______________ in book/reel/docket
          _______________ of official records at page/image _____________.

( )       Deed of Trust recorded on _________________ as instrument no.
          ________________ in the County Recorder's Office of the County of
          ________________, State of _______________ in book/reel/docket
          _______________ of official records at page/image _____________.

( )       Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
          _________________ as instrument no. __________ in the County
          Recorder's Office of


                                      M-1

<PAGE>

          the County of __________, State of _______________ in
          book/reel/docket _______________ of official records at page/image
          _____________.

( )       Other documents, including any amendments, assignments or other
          assumptions of the Mortgage Note or Mortgage.

( )       ----------------------------------------------

( )       ----------------------------------------------

( )       ----------------------------------------------

( )       ----------------------------------------------

          The undersigned Master Servicer hereby acknowledges and agrees as
follows:

               (1) The Master Servicer shall hold and retain possession of the
          Documents in trust for the benefit of the Trust Fund, solely for the
          purposes provided in the Pooling and Servicing Agreement.

               (2) The Master Servicer shall not cause or knowingly permit the
          Documents to become subject to, or encumbered by, any claim, liens,
          security interest, charges, writs of attachment or other impositions
          nor shall the Master Servicer assert or seek to assert any claims or
          rights of setoff to or against the Documents or any proceeds
          thereof.

               (3) The Master Servicer shall return each and every Document
          previously requested from the Mortgage File to the Trustee when the
          need therefor no longer exists, unless the Mortgage Loan relating to
          the Documents has been liquidated and the proceeds thereof have been
          remitted to the Certificate Account and except as expressly provided
          in the Pooling and Servicing Agreement.

               (4) The Documents and any proceeds thereof, including any
          proceeds of proceeds, coming into the possession or control of the
          Master Servicer shall at all times be earmarked for the account of
          the Trust Fund, and the Master Servicer shall keep the Documents and
          any proceeds separate and distinct from all other property in the
          Master Servicer's possession, custody or control.

                                           [Master Servicer]


                                           By
                                                    ---------------------------


                                           Its
                                                    ---------------------------


                                           Date: _________________, ____


                                     M-2

<PAGE>




                                   EXHIBIT N

                       FORM OF REQUEST FOR FILE RELEASE

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                 Series 2006-5

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE PURCHASE PRICE
FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE MORTGAGE LOANS HAVE BEEN
LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS] [LIQUIDATION PROCEEDS] HAVE
BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE POOLING AND SERVICING
AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN DELIVERED TO THE TRUSTEE IN
THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN
SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING AGREEMENT.]

LOAN NUMBER:_______________                     BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

____________                           _____________________
                                       DATED:____________

/ /                                    VICE PRESIDENT
/ /                                    ASSISTANT VICE PRESIDENT

                                     N-1

<PAGE>


                                                                     Exhibit O

                           Exhibit O is a photocopy
                          of the Depository Agreement
                                 as delivered.

               [See appropriate documents delivered at closing.]













                                      O-1



<PAGE>


                                   EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER AGREEMENT

          SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, 200[_]
(this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a
New York corporation, in its capacity as a seller under the Pooling and
Servicing Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware
corporation, in its capacity as a seller under the Pooling and Servicing
Agreement ("Park Monaco"), PARK SIENNA LLC, a Delaware limited liability
company, in its capacity as a seller under the Pooling and Servicing Agreement
("Park Sienna" and, together with CHL and Park Monaco, the "Sellers") and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee");

          WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the Trustee
and Countrywide Home Loans Servicing LP, as Master Servicer have entered in
the Pooling and Servicing Agreement, dated as of March 1, 2006 (the "Pooling
and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed
Certificates, Series 2006-5 (capitalized terms not otherwise defined herein
are used as defined in the Pooling and Servicing Agreement);

          WHEREAS, Section 2.01(b) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Subsequent Transfer
Agreement in accordance with the terms and conditions of the Pooling and
Servicing Agreement;

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration the receipt and adequacy of which are hereby
acknowledged the parties hereto agree as follows:

          (a) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ________ __, 200[_].

          (b) The "Subsequent Transfer Date Purchase Amount" with respect to
this Subsequent Transfer Agreement shall be $_______________.

          (c) The Subsequent Mortgage Loans conveyed on the Subsequent
Transfer Date shall be subject to the terms and conditions of the Pooling and
Servicing Agreement.

          (d) Annex I hereto sets forth a list of the Mortgage Loans which are
Delay Delivery Mortgage Loans.

          (e) In case any provision of this Subsequent Transfer Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions or obligations shall not in any way
be affected or impaired thereby.

          (f) In the event of any conflict between the provisions of this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the
provisions of the Pooling and Servicing Agreement shall prevail.



                                      P-1
<PAGE>

          (g) This Subsequent Transfer Agreement shall be governed by, and
shall be construed and enforced in accordance with the laws of the State of
New York.

          (h) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

                                     P-2

<PAGE>



          IN WITNESS WHEREOF, the parties to this Subsequent Transfer
Agreement have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.



                                       CWABS, INC.,
                                          as Depositor



                                       By:   __________________________________
                                             Name:
                                             Title:



                                       COUNTRYWIDE HOME LOANS, INC.,
                                          as a Seller



                                       By:   __________________________________
                                             Name:
                                             Title:



                                       PARK MONACO INC.,
                                          as a Seller



                                       By:   __________________________________
                                             Name:
                                             Title:



                                       PARK SIENNA LLC,
                                          as a Seller



                                       By:   __________________________________
                                             Name:
                                             Title:


                                     P-3


<PAGE>





                                       THE BANK OF NEW YORK,
                                             not in its individual capacity,
                                             but solely as Trustee



                                       By:   __________________________________
                                             Name:
                                             Title:


                                     P-4


<PAGE>


                                                                       Annex I

     Mortgage Loans for which All or a Portion of a Related Mortgage File
 is not Delivered to the Trustee on or prior to the Subsequent Transfer Date



                                     P-5



<PAGE>



                                   EXHIBIT Q

                                  [RESERVED]







                                      Q-1


<PAGE>



                                   EXHIBIT R

                                  [RESERVED]








                                      R-1



<PAGE>




                                  EXHIBIT S-1

                                  [RESERVED]








                                     S-1-1


<PAGE>


                                  EXHIBIT S-2

                                  [RESERVED]






                                     S-2-1


<PAGE>



                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                 Series 2006-5

                                    [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, Countrywide Home Loans Servicing LP,
as Master Servicer, and The Bank of New York, as Trustee. Capitalized terms
used herein shall have the meanings ascribed to such terms in the Pooling and
Servicing Agreement.

          __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further
certifies as follows:

          With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:

          1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;

          2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the
attached schedule using "Yes" or "No", received from the Mortgagor and
deposited in the Certificate Account;

          3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the
Principal Prepayment was waived by the Master Servicer, such waiver was, as
indicated on the attached schedule, based upon:

               (i) the Master Servicer's determination that such waiver would
     maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking
     into account the value of such Prepayment Charge, or

                                     T-1

<PAGE>

               (ii)(A) the enforceability thereof is limited (1) by
     bankruptcy, insolvency, moratorium, receivership, or other similar law
     relating to creditors' rights generally or (2) due to acceleration in
     connection with a foreclosure or other involuntary payment, or (B) the
     enforceability is otherwise limited or prohibited by applicable law; and

          4. We certify that all amounts due in connection with the waiver of
a Prepayment Charge inconsistent with clause 3 above which are required to be
deposited by the Master Servicer pursuant to Section 3.20 of the Pooling and
Servicing Agreement, have been or will be so deposited.

                                          COUNTRYWIDE HOME LOANS, INC.,
                                            as Master Servicer




                                          By:___________________________________
                                               Name:
                                               Title:

                                     T-2

<PAGE>


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


--------------------------------------------------------------------------------
Loan Number                Clause 2:  Yes/No           Clause 3:  (i) or (ii)
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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



                                     T-3

<PAGE>


                                   EXHIBIT U

                             FORM OF SWAP CONTRACT

                     [See document delivered at closing.]












                                     U-1

<PAGE>


                                  EXHIBIT V-1

                  FORM OF SWAP CONTRACT ASSIGNMENT AGREEMENT

                     [See document delivered at closing.]







                                     V-1-1



<PAGE>


                                  EXHIBIT V-2

                FORM OF SWAP CONTRACT ADMINISTRATION AGREEMENT

                     [See document delivered at closing.]







                                     V-2-1


<PAGE>



                                  EXHIBIT V-3

                            FORM OF SWAP GUARANTEE

                     [See document delivered at closing.]









                                     V-3-1



<PAGE>


                                   EXHIBIT W

                               MONTHLY STATEMENT

                            [On file with Trustee]









                                      W-1



<PAGE>


                                  EXHIBIT X-1

                       FORM OF PERFORMANCE CERTIFICATION
                                 (Subservicer)

                          (On file with the Trustee)








                                     X-1-1
<PAGE>

                                 EXHIBIT X-2

                       FORM OF PERFORMANCE CERTIFICATION
                                   (Trustee)

                          (On file with the Trustee)







                                     X-2-1

<PAGE>


                                   EXHIBIT Y

                                    FORM OF
                     SERVICING CRITERIA TO BE ADDRESSED IN
                      ASSESSMENT OF COMPLIANCE STATEMENT

          The assessment of compliance to be delivered by [the Master
Servicer] [Trustee] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------ -------------------------------
                                                   Servicing Criteria                            Applicable Servicing Criteria
------------------------------------------------------------------------------------------------ -------------------------------
        Reference                                       Criteria
--------------------------- -------------------------------------------------------------------- -------------------------------
                                            General Servicing Considerations
---------------------------                                                                      -------------------------------
<S>                        <C>                                                                  <C>
                            Policies and procedures are instituted to monitor
                            any performance or other triggers and events of
                            default in accordance with the transaction
1122(d)(1)(i)               agreements.
---------------------------                                                                      -------------------------------
                            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
1122(d)(1)(ii)              servicing activities.
---------------------------                                                                      -------------------------------
                            Any requirements in the transaction agreements to
                            maintain a back-up servicer for the mortgage loans
1122(d)(1)(iii)             are maintained.
---------------------------                                                                      -------------------------------
                            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
1122(d)(1)(iv)              transaction agreements.
---------------------------                                                                      -------------------------------
                                             Cash Collection and Administration
---------------------------                                                                      -------------------------------
                            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
1122(d)(2)(i)               days specified in the transaction agreements.
---------------------------                                                                      -------------------------------
                            Disbursements made via wire transfer on behalf of
                            an obligor or to an investor are made only by
1122(d)(2)(ii)              authorized personnel.
---------------------------                                                                      -------------------------------
                            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
1122(d)(2)(iii)             the transaction agreements.
---------------------------                                                                      -------------------------------
                            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
1122(d)(2)(iv)              cash) as set forth in the transaction agreements.
---------------------------                                                                      -------------------------------
                            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
1122(d)(2)(v)               the Securities Exchange Act.
---------------------------                                                                      -------------------------------
                            Unissued checks are safeguarded so as to prevent
1122(d)(2)(vi)              unauthorized access.
---------------------------                                                                      -------------------------------


                                                                Y-1
<PAGE>

------------------------------------------------------------------------------------------------ -------------------------------
                                                   Servicing Criteria                            Applicable Servicing Criteria
------------------------------------------------------------------------------------------------ -------------------------------
        Reference                                     Criteria
--------------------------- -------------------------------------------------------------------- -------------------------------
                            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
1122(d)(2)(vii)             agreements.
---------------------------                                                                      -------------------------------
                                            Investor Remittances and Reporting
---------------------------                                                                      -------------------------------
                            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
1122(d)(3)(i)               the Servicer.
---------------------------                                                                      -------------------------------
                            Amounts due to investors are allocated and
                            remitted in accordance with timeframes,
                            distribution priority and other terms set forth in
1122(d)(3)(ii)              the transaction agreements.
---------------------------                                                                      -------------------------------
                            Disbursements made to an investor are posted
                            within two business days to the Servicer's
                            investor records, or such other number of days
1122(d)(3)(iii)             specified in the transaction agreements.
---------------------------                                                                      -------------------------------
                            Amounts remitted to investors per the investor
                            reports agree with cancelled checks, or other form
1122(d)(3)(iv)              of payment, or custodial bank statements.
---------------------------                                                                      -------------------------------
                                                   Pool Asset Administration
---------------------------                                                                      -------------------------------
                            Collateral or security on mortgage loans is
                            maintained as required by the transaction
1122(d)(4)(i)               agreements or related mortgage loan documents.
---------------------------                                                                      -------------------------------
                            Mortgage loan and related documents are
                            safeguarded as required by the transaction
1122(d)(4)(ii)              agreements
---------------------------                                                                      -------------------------------
                            Any additions, removals or substitutions to the
                            asset pool are made, reviewed and approved in
                            accordance with any conditions or requirements in
1122(d)(4)(iii)             the transaction agreements.
---------------------------                                                                      -------------------------------
                            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
1122(d)(4)(iv)              mortgage loan documents.
---------------------------                                                                      -------------------------------
                            The Servicer's records regarding the mortgage
                            loans agree with the Servicer's records with
1122(d)(4)(v)               respect to an obligor's unpaid principal balance.
---------------------------                                                                      -------------------------------
                            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
1122(d)(4)(vi)              documents.
---------------------------                                                                      -------------------------------
                            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
1122(d)(4)(vii)             agreements.
---------------------------                                                                      -------------------------------


                                                               Y-2
<PAGE>
------------------------------------------------------------------------------------------------ -------------------------------
                                                   Servicing Criteria                            Applicable Servicing Criteria
------------------------------------------------------------------------------------------------ -------------------------------
        Reference                                       Criteria
--------------------------- -------------------------------------------------------------------- -------------------------------

                            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
1122(d)(4)(viii)            temporary (e.g., illness or unemployment).
---------------------------                                                                      -------------------------------
                            Adjustments to interest rates or rates of return
                            for mortgage loans with variable rates are
                            computed based on the related mortgage loan
1122(d)(4)(ix)              documents.
---------------------------                                                                      -------------------------------
                            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
1122(d)(4)(x)               agreements.
---------------------------                                                                      -------------------------------
                            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
1122(d)(4)(xi)              specified in the transaction agreements.
---------------------------                                                                      -------------------------------
                            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
1122(d)(4)(xii)             the obligor's error or omission.
---------------------------                                                                      -------------------------------
                            Disbursements made on behalf of an obligor are
                            posted within two business days to the obligor's
                            records maintained by the servicer, or such other
                            number of days specified in the transaction
1122(d)(4)(xiii)            agreements.
---------------------------                                                                      -------------------------------
                            Delinquencies, charge-offs and uncollectible
                            accounts are recognized and recorded in accordance
1122(d)(4)(xiv)             with the transaction agreements.
---------------------------                                                                      -------------------------------
                            Any external enhancement or other support,
                            identified in Item 1114(a)(1) through (3) or Item
                            1115 of Regulation AB, is maintained as set forth
1122(d)(4)(xv)              in the transaction agreements.
--------------------------- -------------------------------------------------------------------- -------------------------------

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



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


                                                    Date: _________________________



                                                    By: ________________________________
                                                    Name:
                                                    Title:


                                                               Y-3
</TABLE>


<PAGE>

                                  EXHIBIT Z


                      [FORM OF] LIST OF ITEM 1119 PARTIES


                          ASSET BACKED CERTIFICATES,
                                Series 200_-__

                                    [Date]

------------------------------------------------------------------------------
Party                    Contact Information
------------------------------------------------------------------------------

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

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

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

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

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

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

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

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                                      Z-1


<PAGE>


                                  EXHIBIT AA

                                    FORM OF
                         SARBANES-OXLEY CERTIFICATION
                         (Replacement Master Servicer)

                            (On file with Trustee)






                                     AA-1

<PAGE>

                                  SCHEDULE I

           PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


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





                                     S-I-1


<PAGE>



                                  SCHEDULE II

                              COLLATERAL SCHEDULE

<TABLE>
<CAPTION>
-------------------------------------------- ----------------------- ----------------------- -----------------------
Characteristic                                 Applicable Section         Loan Group 1            Loan Group 2
-------------------------------------------- ----------------------- ----------------------- -----------------------
<S>                                               <C>                    <C>                     <C>
Single-Family Detached Dwellings                  2.03(b)(32)                74.96%                  72.42%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Two- to Four-Family Dwellings                     2.03(b)(32)                3.35%                   1.87%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Low-Rise Condominium Units                        2.03(b)(32)                9.55%                   8.72%
-------------------------------------------- ----------------------- ----------------------- -----------------------
High-Rise Condominium Units                       2.03(b)(32)                0.45%                   0.31%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Manufactured Housing                              2.03(b)(32)                0.00%                   0.29%
-------------------------------------------- ----------------------- ----------------------- -----------------------
PUDs                                              2.03(b)(32)                11.70%                  16.40%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Earliest Origination Date                         2.03(b)(33)              6/28/2005                1/1/2005
-------------------------------------------- ----------------------- ----------------------- -----------------------
Prepayment Penalty                                2.03(b)(35)                60.72%                  75.10%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Investor Properties                               2.03(b)(36)                4.99%                   2.18%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Primary Residences                                2.03(b)(36)                93.67%                  97.16%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Lowest Current Mortgage Rate                      2.03(b)(48)                5.000%                  5.125%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Highest Current Mortgage Rate                     2.03(b)(48)               12.750%                 14.000%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Weighted Average Current Mortgage Rate            2.03(b)(48)                8.290%                  8.129%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Lowest Gross Margin                               2.03(b)(51)                3.250%                  3.000%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Highest Gross Margin                              2.03(b)(51)               11.100%                 11.450%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Weighted Average Gross Margin                     2.03(b)(51)                7.036%                  7.065%
-------------------------------------------- ----------------------- ----------------------- -----------------------
Date on or before which each Initial
Mortgage Loan has a Due Date                      2.03(b)(52)               3/1/2006                4/1/2006
-------------------------------------------- ----------------------- ----------------------- -----------------------
</TABLE>

--------------------------------------------------------------------------------
                           Adjustable Rate
                           Mortgage Loans
                             (other than
                              Two-Year,       Two-Year   Three-Year   Five-Year
                           Three-Year and      Hybrid      Hybrid      Hybrid
 Adjustment  Applicable   Five-Year Hybrid    Mortgage    Mortgage    Mortgage
    Date       Section     Mortgage Loans)      Loans       Loans       Loans
--------------------------------------------------------------------------------
Latest Next
 Adjustment
    Date     2.03(b)(34)      8/1/2006        3/1/2008    2/1/2009       N/A
--------------------------------------------------------------------------------

                                    S-II-1