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 June 1, 2006

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


                   ASSET-BACKED CERTIFICATES, SERIES 2006-12



<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...................................................................51
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...............64
Section 2.04      Representations and Warranties of the Depositor................................................83
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......................................................86
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..............................................................89
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............................93
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....................................................94
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..........................................99
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........................................................................104
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.........110
Section 4.03      [Reserved]....................................................................................110
Section 4.04      Distributions.................................................................................111
Section 4.05      Monthly Statements to Certificateholders......................................................118
Section 4.06      [Reserved]....................................................................................119
Section 4.07      Carryover Reserve Fund........................................................................119
Section 4.08      [Reserved]....................................................................................119
Section 4.09      Swap Trust, Swap Account and Final Maturity Reserve Fund......................................119

                                                          ARTICLE V.
                                                       THE CERTIFICATES

Section 5.01      The Certificates..............................................................................122
Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................123
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................127
Section 5.04      Persons Deemed Owners.........................................................................127
Section 5.05      Access to List of Certificateholders' Names and Addresses.....................................127
Section 5.06      Book-Entry Certificates.......................................................................128
Section 5.07      Notices to Depository.........................................................................129
Section 5.08      Definitive Certificates.......................................................................129
Section 5.09      Maintenance of Office or Agency...............................................................129

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

Section 6.01      Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................130
Section 6.02      Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................130
Section 6.03      Limitation on Liability of the Depositor, the Sellers, the Master Servicer, the NIM
                  Insurer and Others............................................................................130
Section 6.04      Limitation on Resignation of Master Servicer..................................................131
Section 6.05      Errors and Omissions Insurance; Fidelity Bonds................................................132

                                                           ii


                                                         ARTICLE VII.
                                           DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01      Events of Default.............................................................................132
Section 7.02      Trustee to Act; Appointment of Successor......................................................134
Section 7.03      Notification to Certificateholders............................................................136

                                                        ARTICLE VIII.
                                                    CONCERNING THE TRUSTEE

Section 8.01      Duties of Trustee.............................................................................136
Section 8.02      Certain Matters Affecting the Trustee.........................................................137
Section 8.03      Trustee Not Liable for Mortgage Loans.........................................................139
Section 8.04      Trustee May Own Certificates..................................................................139
Section 8.05      Master Servicer to Pay Trustee's Fees and Expenses............................................139
Section 8.06      Eligibility Requirements for Trustee..........................................................140
Section 8.07      Resignation and Removal of Trustee............................................................140
Section 8.08      Successor Trustee.............................................................................141
Section 8.09      Merger or Consolidation of Trustee............................................................142
Section 8.10      Appointment of Co-Trustee or Separate Trustee.................................................142
Section 8.11      Tax Matters...................................................................................144
Section 8.12      [Reserved]....................................................................................147
Section 8.13      Access to Records of the Trustee..............................................................147
Section 8.14      Suits for Enforcement.........................................................................147

                                                         ARTICLE IX.
                                                         TERMINATION

Section 9.01      Termination upon Liquidation or Repurchase of all Mortgage Loans..............................147
Section 9.02      Final Distribution on the Certificates........................................................148
Section 9.03      Additional Termination Requirements...........................................................149

                                                          ARTICLE X.
                                                   MISCELLANEOUS PROVISIONS

Section 10.01     Amendment.....................................................................................150
Section 10.02     Recordation of Agreement; Counterparts........................................................152
Section 10.03     Governing Law.................................................................................152
Section 10.04     Intention of Parties..........................................................................153
Section 10.05     Notices.......................................................................................154
Section 10.06     Severability of Provisions....................................................................155
Section 10.07     Assignment....................................................................................156
Section 10.08     Limitation on Rights of Certificateholders....................................................156
Section 10.09     Inspection and Audit Rights...................................................................156
Section 10.10     Certificates Nonassessable and Fully Paid.....................................................157
Section 10.11     Rights of NIM Insurer.........................................................................157

                                                           iii



                                                         ARTICLE XI.
                                                    EXCHANGE ACT REPORTING

Section 11.01     Filing Obligations............................................................................159
Section 11.02     Form 10-D Filings.............................................................................159
Section 11.03     Form 8-K Filings..............................................................................160
Section 11.04     Form 10-K Filings.............................................................................160
Section 11.05     Sarbanes-Oxley Certification..................................................................161
Section 11.06     Form 15 Filing................................................................................161
Section 11.07     Report on Assessment of Compliance and Attestation............................................162
Section 11.08     Use of Subservicers and Subcontractors........................................................163
Section 11.09     Amendments....................................................................................164
Section 11.10     Reconciliation of Accounts....................................................................164

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



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
SCHEDULE III                        40-Year Collateral Schedule




                                                           v


</TABLE>

<PAGE>

         POOLING AND SERVICING AGREEMENT, dated as of June 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
Carryover Reserve Fund and the assets held in the Pre-Funding Account) for
federal income tax purposes will consist of three REMICs (the "Swap-IO REMIC,"
the "Strip REMIC" 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
the Swap-IO REMIC, the Strip REMIC and the Master REMIC. The Master REMIC will
hold as assets the several classes of uncertificated Strip REMIC Interests
(other than the STR-A-R Interest). Each Strip REMIC Interest (other than the
STR-A-R Interest) is hereby designated as a regular interest in the Strip
REMIC. The Strip REMIC will hold as assets the several classes of
uncertificated Swap-IO REMIC Interests (other than the SWR-A-R Interest). Each
Swap-IO REMIC Interest (other than the SWR-A-R Interest) is hereby designated
as a regular interest in the Swap-IO REMIC. The Swap-IO REMIC will hold as
assets all property of the Trust Fund (excluding 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.

   SWAP-IO REMIC:

         The Swap-IO REMIC Interests will have the principal balances and
pass-through rates as set forth below.
<TABLE>
<CAPTION>

Swap-IO REMIC Interest               Initial Principal Balance(1)                 Pass-Through Rate
----------------------               ----------------------------                 -----------------
<S>                                         <C>                                          <C>
SWR-1A                                      $  7,838,817.50                              (2)
SWR-1B                                      $  7,838,817.50                              (3)
SWR-2A                                      $  8,325,045.50                              (2)
SWR-2B                                      $  8,325,045.50                              (3)
SWR-3A                                      $  8,812,652.50                              (2)
SWR-3B                                      $  8,812,652.50                              (3)
SWR-4A                                      $  9,297,236.00                              (2)
SWR-4B                                      $  9,297,236.00                              (3)


                                                    1
<PAGE>


Swap-IO REMIC Interest               Initial Principal Balance(1)                 Pass-Through Rate
----------------------               ----------------------------                 -----------------
SWR-5A                                      $  9,775,450.00                              (2)
SWR-5B                                      $  9,775,450.00                              (3)
SWR-6A                                      $ 10,243,634.50                              (2)
SWR-6B                                      $ 10,243,634.50                              (3)
SWR-7A                                      $  9,231,229.50                              (2)
SWR-7B                                      $  9,231,229.50                              (3)
SWR-8A                                      $  9,679,268.50                              (2)
SWR-8B                                      $  9,679,268.50                              (3)
SWR-9A                                      $ 10,107,287.00                              (2)
SWR-9B                                      $ 10,107,287.00                              (3)
SWR-10A                                     $ 10,509,916.00                              (2)
SWR-10B                                     $ 10,509,916.00                              (3)
SWR-11A                                     $ 10,884,041.50                              (2)
SWR-11B                                     $ 10,884,041.50                              (3)
SWR-12A                                     $ 11,237,370.50                              (2)
SWR-12B                                     $ 11,237,370.50                              (3)
SWR-13A                                     $  9,051,089.50                              (2)
SWR-13B                                     $  9,051,089.50                              (3)
SWR-14A                                     $  9,293,762.50                              (2)
SWR-14B                                     $  9,293,762.50                              (3)
SWR-15A                                     $  9,497,292.00                              (2)
SWR-15B                                     $  9,497,292.00                              (3)
SWR-16A                                     $ 11,856,358.50                              (2)
SWR-16B                                     $ 11,856,358.50                              (3)
SWR-17A                                     $ 13,941,485.00                              (2)
SWR-17B                                     $ 13,941,485.00                              (3)
SWR-18A                                     $ 14,295,381.00                              (2)
SWR-18B                                     $ 14,295,381.00                              (3)
SWR-19A                                     $ 13,791,254.50                              (2)
SWR-19B                                     $ 13,791,254.50                              (3)
SWR-20A                                     $ 13,186,266.50                              (2)
SWR-20B                                     $ 13,186,266.50                              (3)
SWR-21A                                     $ 12,657,082.00                              (2)
SWR-21B                                     $ 12,657,082.00                              (3)
SWR-22A                                     $ 12,085,891.00                              (2)
SWR-22B                                     $ 12,085,891.00                              (3)
SWR-23A                                     $ 11,240,938.50                              (2)
SWR-23B                                     $ 11,240,938.50                              (3)
SWR-24A                                     $ 17,749,652.50                              (2)
SWR-24B                                     $ 17,749,652.50                              (3)
SWR-25A                                     $ 17,942,199.00                              (2)
SWR-25B                                     $ 17,942,199.00                              (3)
SWR-26A                                     $ 16,573,769.00                              (2)
SWR-26B                                     $ 16,573,769.00                              (3)
SWR-27A                                     $ 15,286,143.00                              (2)


                                      2
<PAGE>


Swap-IO REMIC Interest               Initial Principal Balance(1)                 Pass-Through Rate
----------------------               ----------------------------                 -----------------
SWR-27B                                     $ 15,286,143.00                              (3)
SWR-28A                                     $ 14,129,674.00                              (2)
SWR-28B                                     $ 14,129,674.00                              (3)
SWR-29A                                     $ 13,192,921.50                              (2)
SWR-29B                                     $ 13,192,921.50                              (3)
SWR-30A                                     $  8,190,089.50                              (2)
SWR-30B                                     $  8,190,089.50                              (3)
SWR-31A                                     $  6,926,583.00                              (2)
SWR-31B                                     $  6,926,583.00                              (3)
SWR-32A                                     $  6,625,728.00                              (2)
SWR-32B                                     $  6,625,728.00                              (3)
SWR-33A                                     $  6,336,544.00                              (2)
SWR-33B                                     $  6,336,544.00                              (3)
SWR-34A                                     $  6,060,434.00                              (2)
SWR-34B                                     $  6,060,434.00                              (3)
SWR-35A                                     $  5,933,467.50                              (2)
SWR-35B                                     $  5,933,467.50                              (3)
SWR-36A                                     $  5,637,541.50                              (2)
SWR-36B                                     $  5,637,541.50                              (3)
SWR-37A                                     $  5,400,754.50                              (2)
SWR-37B                                     $  5,400,754.50                              (3)
SWR-38A                                     $  5,157,086.00                              (2)
SWR-38B                                     $  5,157,086.00                              (3)
SWR-39A                                     $  4,925,909.50                              (2)
SWR-39B                                     $  4,925,909.50                              (3)
SWR-40A                                     $  4,705,703.50                              (2)
SWR-40B                                     $  4,705,703.50                              (3)
SWR-41A                                     $  4,376,926.50                              (2)
SWR-41B                                     $  4,376,926.50                              (3)
SWR-42A                                     $  4,185,886.00                              (2)
SWR-42B                                     $  4,185,886.00                              (3)
SWR-43A                                     $  3,998,549.50                              (2)
SWR-43B                                     $  3,998,549.50                              (3)
SWR-44A                                     $  3,830,023.50                              (2)
SWR-44B                                     $  3,830,023.50                              (3)
SWR-45A                                     $  3,668,610.00                              (2)
SWR-45B                                     $  3,668,610.00                              (3)
SWR-46A                                     $  3,513,990.50                              (2)
SWR-46B                                     $  3,513,990.50                              (3)
SWR-47A                                     $  3,367,274.50                              (2)
SWR-47B                                     $  3,367,274.50                              (3)
SWR-48A                                     $  3,223,785.50                              (2)
SWR-48B                                     $  3,223,785.50                              (3)
SWR-49A                                     $  3,087,636.00                              (2)
SWR-49B                                     $  3,087,636.00                              (3)



                                      3
<PAGE>


Swap-IO REMIC Interest               Initial Principal Balance(1)                 Pass-Through Rate
----------------------               ----------------------------                 -----------------
SWR-50A                                     $ 70,034,368.00                              (2)
SWR-50B                                     $ 70,034,368.00                              (3)
SWR-Support                                       (4)                                    (5)
SWR-P                                       $ 100.00                                     (6)
SWR-40 Year Reserve                               (7)                                    (7)
SW-A-R                                            (8)                                    (8)

</TABLE>

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

<TABLE>
<CAPTION>


<S>   <C>
(1)    Scheduled principal, prepayments and Realized Losses will be allocated first, to the SWR-Support
       Interest and second, to the numbered classes sequentially (from lowest to highest). Amounts
       so allocated to a numbered class shall be further allocated among the "A" and "B" components
       of such numbered class pro-rata until the entire class is reduced to zero.

(2)    Prior to the 51st Distribution Date, a rate equal to twice the Pool Tax Cap less 11.20% per
       annum. On and after the 51st Distribution Date a rate equal to the Pool Tax Cap. The "Pool
       Tax Cap" means the weighted average of the Adjusted Net Mortgage Rates of all the Mortgage
       Loans. For this purpose, beginning on the Distribution Date in July 2016 and ending on the
       Last Scheduled Distribution Date, the Adjusted Net Mortgage Rate shall be determined by first
       reducing the interest payable on each Mortgage Loan by the 40 Year Reserve Rate (as defined
       below).

(3)    Prior to the 51st Distribution Date, a rate equal to the lesser of (i) 11.20% per annum and
       (ii) twice the Pool Tax Cap. On and after the 51st Distribution Date, a rate equal to the
       Pool Tax Cap.

(4)    On the Closing Date and on each Distribution Date, following the allocation of Principal
       Amounts and Realized Losses, the principal balance in respect of the SWR-Support Interest
       will equal the excess of (a)(i) the principal balance of the Mortgage Loans (as of the end of
       the related Due Period, reduced by principal prepayments received after such Due Period that
       are to be distributed on such Distribution Date) and (ii) the amount, if any, on deposit in
       the Pre-Funding Account in respect of the Mortgage Loans over (b) the principal balance in
       respect of the remaining Swap-IO REMIC Interests other than the SWR-P and the SWR-A-R
       Interests.

(5)    A rate equal to the Pool Tax Cap.

(6)    On each Distribution Date the Class SWR-P Interest is entitled to all Prepayment Charges
       collected with respect to the Mortgage Loans. It pays no interest.

(7)    Beginning on the Distribution Date in July 2016 and ending on the Distribution Date in
       December 2036 (the "Last Scheduled Distribution Date"), the SW-40 Year Reserve Interest shall
       be entitled to a specified portion of the interest payable on each Mortgage Loan.
       Specifically, the SW-40 Year Reserve Interest shall be entitled to a specified portion of the
       interest payable on the Stated Principal Balance of each Mortgage Loan as of the Due Date in
       the month preceding the month of that Distribution Date (after giving effect to principal
       prepayments in the Prepayment Period related to that prior Due Date) at a per annum rate
       equal to 15.80% of 0.80% (the "40 Year Reserve Rate").

(8)    The Class SW-A-R Interest is the sole class of residual interest in the Swap-IO REMIC. It has
       no principal and pays no principal or interest.

</TABLE>

                                                 4
<PAGE>




         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the Mortgage Loans shall be
payable with respect to the Swap-IO REMIC Interests in the following manner:

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

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

         (3) Prepayment Penalties. All Prepayment Charges are allocated to the
SWR-P Interest.

         STRIP REMIC:

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


          Strip REMIC                Initial Principal              Pass-Through              Corresponding Class
           Interest                       Balance                        Rate                    of Certificates
           --------                  -----------------              ------------              -------------------
<S>                                         <C>                          <C>                          <C>
STR-1-A.......................              (1)                          (2)                          1-A
STR-2-A-1.....................              (1)                          (2)                         2-A-1
STR-2-A-2.....................              (1)                          (2)                         2-A-2
STR-2-A-3.....................              (1)                          (2)                         2-A-3
STR-M-1.......................              (1)                          (2)                          M-1
STR-M-2.......................              (1)                          (2)                          M-2
STR-M-3.......................              (1)                          (2)                          M-3
STR-M-4.......................              (1)                          (2)                          M-4
STR-M-5.......................              (1)                          (2)                          M-5
STR-M-6.......................              (1)                          (2)                          M-6
STR-M-7.......................              (1)                          (2)                          M-7
STR-M-8.......................              (1)                          (2)                          M-8
STR-B.........................              (1)                          (2)                           B
STR-$100......................             $100                          (3)                          A-R
STR-C-OC......................              (4)                          (2)                          N/A
STR-C-Swap-IO                               (5)                          (5)                          N/A
STR-C-40 Year IO                            (6)                          (6)                          N/A
STR-P.........................             $100                          (7)                           P
STR-A-R.......................              (8)                          (8)                          N/A



----------------------
(1) This Strip REMIC 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 Swap-IO REMIC Interests held
by the Strip REMIC will be allocated to this class to maintain its size relative to its
Corresponding Certificate Class.

</TABLE>

                                                 5
<PAGE>



(2) On each Distribution Date, the pass through rate will equal the weighted
average of the pass through rates of the Swap-IO REMIC Interests (other than
the Class SWR-P and Class SWR-A-R Interests) treating each "B" Interest the
cardinal number of which (for example, SW-1B, SW-2B, SW-3B, etc.) is not less
than the ordinal number of the Distribution Date (first Distribution Date,
second Distribution Date, third Distribution Date, etc.) as capped at a rate
equal to the product of (i) 2 and (ii) LIBOR (the "Strip REMIC Cap").

(3) This Strip REMIC Interest pays no interest.

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

(5) For each Distribution Date, the STR-C-Swap-IO Interest is entitled to
receive from each Swap REMIC "B" Interest the cardinal number of which (for
example, SW-1B, SW-2B, SW-3B, etc.) is not less than the ordinal number of the
Distribution Date (first Distribution Date, second Distribution Date, third
Distribution Date, etc.) the interest accruing on such interest in excess of a
per annum rate equal to the product of (i) 2 and (ii) LIBOR.

(6) The STR-C-40 Year IO is entitled to all amounts payable with respect to
the SWR-40 Year Reserve Swap REMIC Interest.

(7) The STR-P Interest is entitled to all amounts payable with respect to the
SWR-P Interest. It pays no interest.

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

         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the Swap-IO Interests shall be
payable with respect to the Strip REMIC Interests in the following manner:

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

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

         (3) Prepayment Penalties. All Prepayment Charges are allocated to the
STR-P Interest.


                                       6
<PAGE>




         MASTER REMIC:

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

<TABLE>
<CAPTION>
                                                           Original Certificate
Class                                                       Principal Balance            Pass-Through Rate
-----------------------------------------------            -------------------            -----------------
<S>                                                        <C>                            <C>
Class 1-A.......................................              $492,030,000                       (1)
Class 2-A-1.....................................              $298,685,000                       (1)
Class 2-A-2.....................................              $184,147,000                       (1)
Class 2-A-3.....................................               $40,438,000                       (1)
Class M-1.......................................               $52,000,000                       (1)
Class M-2.......................................               $46,800,000                       (1)
Class M-3.......................................               $28,600,000                       (1)
Class M-4.......................................               $26,000,000                       (1)
Class M-5.......................................               $24,050,000                       (1)
Class M-6.......................................               $23,400,000                       (1)
Class M-7.......................................               $21,450,000                       (1)
Class M-8.......................................               $19,500,000                       (1)
Class B.........................................               $15,600,000                       (1)
Class C.........................................                       (2)                       (3)
Class P.........................................                      $100                       (4)
Class A-R.......................................                      $100                       (5)

</TABLE>


(1)      The Certificates will accrue interest at the related Pass-Through
         Rates identified in this Agreement. For federal income tax purposes,
         including the computation of the Class C Distributable Amount and
         entitlement to Net Rate Carryover the pass-through rate in respect of
         each Class 1-A Certificate, Class 2-A Certificate, Class M
         Certificate and Class B Certificate will be subject to a cap equal to
         the Strip REMIC Cap rather than its applicable 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 STR-C-Swap-IO Interest,
         (b) the interest payable on the STR-C-OC Interest, (c) the interest
         payable on the STR-C-40 Year IO and (d) a specified portion of the
         interest payable on the Strip REMIC Regular Interests (other than the
         STR-$100, STR-C-OC, STR-C-Swap-IO, STR-C-40 Year IO and STR-P
         Interests) equal to the excess of the Strip REMIC Cap over the
         weighted average interest rate of the Strip REMIC Regular Interests
         (other than the STR-$100, STR-C-OC, STR-C-Swap-IO, STR-C-40 Year IO
         and STR-P Interests) with each such Class subject to a cap 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 Mortgage Loans 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 STR-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:

         40-Year Collateral Schedule:  Schedule III hereto.

         Account: Any Escrow Account, the Carryover Reserve Fund, the
Certificate Account, the Distribution Account, the Pre-Funding Account, the
Principal Reserve Fund, the Swap Account, the Final Maturity Reserve Fund 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.

         Additional Designated Information:  As defined in Section 11.02.

         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


                                      9
<PAGE>



become a Liquidated Mortgage Loan; provided, however, that the net monthly
rental income (if any) from such REO Property deposited in the Certificate
Account for such Distribution Date pursuant to Section 3.12 may be used to
offset such Advance for the related REO Property; provided, further, that for
the avoidance of doubt, no Advances shall be required to be made in respect of
any Liquidated Mortgage Loan.

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

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

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


                                      10
<PAGE>



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.

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

         Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.07 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-12". 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-15, 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 2006-12". 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 any Class of Book-Entry Certificates),
except that solely for the purpose of giving any consent


                                      11
<PAGE>


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 sum of the Net
Swap Payment payable to the Swap Counterparty with respect to such
Distribution Date and the Final Maturity Required Deposit for such
Distribution Date, multiplied by 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) 56.20% 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 sum of the Net
Swap Payment payable to the Swap Counterparty with respect to such
Distribution Date and the Final Maturity Required Deposit for such
Distribution Date, multiplied by 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


                                      13
<PAGE>

Period (after giving effect to Principal Prepayments received during the
Prepayment Period that ends during such Due Period) plus any amounts on
deposit in the Pre-Funding Account in respect of Loan Group 2 as of the first
day of that Due Period.

         Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution
Target Amount and (y) a fraction, the 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) 56.20% 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) 56.20% 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.


                                      14
<PAGE>

         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.

         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:  June 30, 2006.

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

         Collateral Schedule:  Schedule II hereto.

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


                                      15
<PAGE>


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

         Confirmation: The confirmation, reference number 981504, with a trade
date of June 27, 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.

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

      July 2008 -- June 2009...............   1.50% with respect to July
                                              2008, plus an additional
                                              1/12th of 1.90% for each
                                              month thereafter through June
                                              2009

      July 2009 -- June 2010...............   3.40% with respect to July
                                              2009, plus an additional
                                              1/12th of 2.00% for each
                                              month thereafter through June
                                              2010

      July 2010 -- June 2011...............   5.40% with respect to July
                                              2010, plus an additional
                                              1/12th of 1.60% for each
                                              month thereafter through June
                                              2011

      July 2011 -- June 2012...............   7.00% with respect to July
                                              2011, plus an additional
                                              1/12th of 0.75% for each
                                              month thereafter through June
                                              2012


                                 16
<PAGE>


      Distribution Date                       Percentage
      -----------------                       ----------

      July 2012 and thereafter.............   7.75%


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

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

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

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

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

         Definitive Certificates:  As defined in Section 5.06.

         Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage Loans hereto set forth on Exhibit F-2
hereof for which all or a portion of a related Mortgage File is not delivered
to the Trustee on or prior to the Closing Date, and (ii) the Subsequent
Mortgage Loans identified on the schedule of Subsequent Mortgage Loans set
forth in Annex A to each related Subsequent Transfer Agreement for which all
or a portion of the related Mortgage File is not delivered to the Trustee on
or prior to the related Subsequent Transfer Date. The Depositor shall deliver
(or cause delivery of) the Mortgage Files to the Trustee: (A) with respect to
at least 50% of the Initial Mortgage Loans in each Loan Group, not later than
the Closing Date and with respect to at least 10% of the Subsequent Mortgage
Loans in each Loan Group conveyed on a Subsequent Transfer Date, not later
than such Subsequent Transfer Date, (B) with respect to at least an additional
40% of the Initial Mortgage Loans in each Loan Group, not later than 20 days
after the Closing Date, and not later than 20 days after the relevant
Subsequent Transfer Date with respect to the remaining Subsequent Mortgage
Loans



                                      17
<PAGE>


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.........................            36.50%
              Class M-1.......................            44.66%
              Class M-2.......................            55.90%
              Class M-3.......................            66.06%
              Class M-4.......................            79.14%
              Class M-5.......................            96.89%
              Class M-6.......................           123.93%
              Class M-7.......................           166.53%
              Class M-8.......................           242.23%
              Class B.........................           380.64%


         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"



                                      18
<PAGE>


pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of
New York.

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

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

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

         Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-12". 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 July 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


                                      19
<PAGE>


trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders have a claim
with respect to the funds in such account or a perfected first priority
security interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in
which such account is maintained, or (iii) a trust account or accounts
maintained with the corporate trust department of a federal or state chartered
depository institution or trust company having capital and surplus of not less
than $50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies without reduction or withdrawal of their
then-current ratings of the Certificates as evidenced by a letter from each
Rating Agency to the Trustee. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained
with the Trustee.

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

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

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

         ERISA-Restricted Certificates: The Class A-R Certificates, Class P
Certificates, Class C Certificates and Certificates of any Class that does not
have or no longer has a rating of BBB- or its equivalent, or better, from at
least one Rating Agency.

         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)(v)(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


                                      20
<PAGE>


Mortgage Loan outstanding during each Due Period as to which such interest was
not paid or advanced.

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

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

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

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

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

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

         Final Maturity Reserve Fund: The separate Eligible Account created
and initially maintained by the Trustee pursuant to Section 4.09 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 2006-12". Funds in the Final Maturity Reserve Fund shall
be held in trust for the Certificateholders for the uses and purposes set
forth in this Agreement.

         Final Maturity Funding Cap: For any Distribution Date beginning with
the Distribution Date in July 2016, the lesser of (i) the aggregate
Certificate Principal Balance of the Adjustable Rate Certificates immediately
prior to that Distribution Date and (ii) the aggregate Stated Principal
Balance of all outstanding Mortgage Loans with original terms to maturity of
40 years as of the 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).

         Final Maturity OC Trigger: With respect to any Distribution Date, the
Final Maturity OC Trigger is satisfied if the sum of (x) the amount on deposit
in the Final Maturity Reserve Fund on that Distribution Date and (y) the
Overcollateralized Amount for that Distribution Date is greater than or equal
to the outstanding Stated Principal Balance of all Mortgage Loans with
original terms to maturity of 40 years as of the Due Date occurring in the
month preceding the month of that Distribution Date (after giving effect to
Principal Prepayments in the Prepayment Period related to that prior Due
Date).


                                      21
<PAGE>


         Final Maturity Required Deposit: For any Distribution Date beginning
on the Distribution Date in July 2016 up to and including the Final Maturity
Reserve Funding Date, if the Final Maturity Required Deposit Trigger is not in
effect with respect to such Distribution Date, then the Final Maturity
Required Deposit with respect to such Distribution Date shall be $0, and if
the Final Maturity Required Deposit Trigger is in effect with respect to such
Distribution Date, then the Final Maturity Required Deposit with respect to
such Distribution Date shall be an amount equal to the lesser of (a) the
product of (i) 0.80%, (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the Due Date occurring in the month preceding the month
of that Distribution Date (after giving effect to Principal Prepayments in the
Prepayment Period related to that prior Due Date) and (iii) 15.80% and (b) the
excess of (i) the Final Maturity Funding Cap for such Distribution Date over
(ii) the amount on deposit in the Final Maturity Reserve Fund immediately
prior to such Distribution Date.

         Final Maturity Required Deposit Trigger: With respect to any
Distribution Date on or after the Distribution Date in July 2016 up to and
including the Final Maturity Reserve Funding Date, the Final Maturity Required
Deposit Trigger shall be in effect with respect to such Distribution Date if
the aggregate Stated Principal Balance of the Mortgage Loans having an
original term to maturity of 40 years as of the Due Date occurring in the
month preceding the month of that Distribution Date (after giving effect to
Principal Prepayments in the Prepayment Period related to that prior Due Date)
is greater than the "Required Deposit Trigger Amount" specified on the 40-Year
Collateral Schedule for such Distribution Date.

         Final Maturity Reserve Funding Date: The earlier of (i) the
Distribution Date on which the amount on deposit in the Final Maturity Reserve
Fund is equal to the Final Maturity Funding Cap and (ii) the Distribution Date
occurring in December 2036.

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

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

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

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

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


                                      22
<PAGE>


         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) August 14, 2006.

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

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

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

         Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans
on the Closing Date, which shall equal $0.00.

         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 $48.23.

         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.


                                      23
<PAGE>


         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) June 1, 2006 and (y) the date of origination of such Mortgage
Loan.

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

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

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

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

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

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

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

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


                                      24
<PAGE>


         Interest Determination Date: With respect to the first Accrual Period
for the Interest-Bearing Certificates, June 28, 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 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.

                                      25
<PAGE>


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

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

         Loan Group 1:  The Group 1 Mortgage Loans.

         Loan Group 2:  The Group 2 Mortgage Loans.

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

         Loan-to-Value Ratio: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of such 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.

         Master REMIC:  As defined in the Preliminary Statement.

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

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

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

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


                                      26
<PAGE>


         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 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;


                                      27
<PAGE>



                      (vi)    the original principal balance;

                      (vii)   the Cut-off Date Principal Balance;

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

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

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

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

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

                      (xiii)  [reserved];

                      (xiv)   the purpose of the Mortgage Loan;

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

                              (a)     the frequency of each Adjustment Date;

                              (b)     the next Adjustment Date;

                              (c)     the Maximum Mortgage Rate;

                              (d)     the Minimum Mortgage Rate;

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

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

                              (g)     the Gross Margin;

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

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

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


                                      28
<PAGE>


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

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

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

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

         Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from time to time.

         Mortgaged Property: The underlying property securing a Mortgage Loan.

         Mortgagor:  The obligors on a Mortgage Note.

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

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

         Net Rate Carryover: With respect to any Class of Interest-Bearing
Certificates and any Distribution Date, the sum of (A) the excess of (i) the
amount of interest that such Class would otherwise have accrued for such
Distribution Date had the Pass-Through Rate for such Class and the related
Accrual Period not been determined based on the applicable Net Rate Cap, over
(ii) the amount of interest accrued on such Class at the applicable Net Rate
Cap for such Distribution Date and (B) the Net Rate Carryover for such Class
for all previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the then-applicable Pass-Through Rate
for such Class, without giving effect to the applicable Net Rate Cap.

         Net Swap Payment: With respect to any Distribution Date and payment
by the Swap Contract Administrator to the Swap Counterparty, the excess, if
any, of the "Fixed


                                      29
<PAGE>


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

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

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

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

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

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

         One-Month LIBOR: With respect to any Accrual Period for the
Interest-Bearing Certificates, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the rate for U.S. dollar
deposits for one month as quoted on the Bloomberg Terminal on such Interest
Determination Date; provided that the parties hereto acknowledge that
One-Month LIBOR calculated for the first Accrual Period for the
Interest-Bearing Certificates shall equal 5.35000% 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



                                      30
<PAGE>



may be reasonably selected by the Trustee), One-Month LIBOR for the applicable
Accrual Period for the Interest-Bearing Certificates will be the Reference
Bank Rate. If no such quotations can be obtained by the Trustee and no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period for the Interest-Bearing
Certificates.

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

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

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

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

         OTS:  The Office of Thrift Supervision.

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

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

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

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

                                      31
<PAGE>


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.

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

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

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

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





                                      32
<PAGE>

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

                                              Pass-Through     Pass-Through
                   Class                       Margin (1)       Margin (2)
Class 1-A...............................         0.130%           0.260%
Class 2-A-1.............................         0.070%           0.140%
Class 2-A-2.............................         0.150%           0.300%
Class 2-A-3.............................         0.260%           0.520%
Class M-1...............................         0.300%           0.450%
Class M-2...............................         0.340%           0.510%
Class M-3...............................         0.360%           0.540%
Class M-4...............................         0.450%           0.675%
Class M-5...............................         0.500%           0.750%
Class M-6...............................         0.550%           0.825%
Class M-7...............................         1.000%           1.500%
Class M-8...............................         1.350%           2.025%
Class B.................................         2.250%           3.375%

(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.

         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 Pass-Through 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


                                      33
<PAGE>

         confirmed in writing is sufficient for the ratings originally
         assigned to the Certificates by such Rating Agency;

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

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

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

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

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

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


                                      34
<PAGE>


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

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

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


                                      35
<PAGE>


meanings set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States or
of any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of the Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not selected by
such government unit.

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

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

         Pool Tax 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 $48.23.

         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 2006-12." 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.


                                      36
<PAGE>



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

                      (i)     the Mortgage Loan identifying number;

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

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

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

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

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

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

         Prepayment Interest Excess: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment during
the period from the related Due Date to the end of the related Prepayment
Period, any payment of interest received in connection therewith (net of any
applicable Servicing Fee) representing interest accrued for any portion of
such month of receipt.

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

         Prepayment Period: As to any Distribution Date and related Due Date,
the period beginning with the opening of business on the sixteenth day of the
calendar month preceding


                                      37
<PAGE>


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
June 2, 2006) and ending on the close of business on the fifteenth day of the
month in which such Distribution Date occurs.

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

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

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

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

         Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-12". Funds in the Principal Reserve Fund


                                      38
<PAGE>


shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.

         Private Certificates:  The Class C and Class P Certificates.

         Prospectus: The prospectus dated June 26, 2006, relating to
asset-backed securities to be sold by the Depositor.

         Prospectus Supplement: The prospectus supplement dated June 29, 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,
identified as a "Rating Agency" in the Underwriter's Exemption and 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



                                      39
<PAGE>


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.

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


                                      40
<PAGE>


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

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

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

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


                                      41
<PAGE>

not a party to such agreement (e.g., a servicing agreement with a servicer
contemplated by Item 1108(a)(3) of Regulation AB);

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

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

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

         (e) any amendment to this Agreement;

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

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

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

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

         Representing Party:  As defined in Section 2.03(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.

                                      42
<PAGE>


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

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

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

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

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


                                      43
<PAGE>


         Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of July 2006, August 2006 and September 2006, is the
sum of:

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

         (b) the 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.

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

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

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

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

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


                                      44
<PAGE>

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, (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 and (d) any Realized Loss
previously incurred in connection with a Deficient Valuation. The Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan
will be zero on each date following the Due Period in which such Mortgage Loan
becomes a Liquidated Mortgage Loan. References herein to the Stated Principal
Balance of the Mortgage Loans at any time shall mean the aggregate Stated
Principal Balance of all Mortgage Loans in the Trust Fund as of such time, and
references herein to the Stated Principal Balance of a Loan Group at any time
shall mean the aggregate Stated Principal Balance of all Mortgage Loans in
such Loan Group at such time.

         Stepdown Date: The earlier to occur of (a) the Distribution Date on
which the aggregate Certificate Principal Balance of the Senior Certificates
is reduced to zero, and (b) the later to occur of (x) the Distribution Date in
July 2009 and (y) the first Distribution Date on which the aggregate
Certificate Principal Balance of the Senior Certificates (after calculating


                                      45
<PAGE>


anticipated distributions on such Distribution Date) is less than or equal to
56.20% 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.................       35.80%
               Class M-2.................       28.60%
               Class M-3.................       24.20%
               Class M-4.................       20.20%
               Class M-5.................       16.50%
               Class M-6.................       12.90%
               Class M-7.................        9.60%
               Class M-8.................        6.60%
               Class B...................        4.20%

         Strip REMIC:  As defined in the Preliminary Statement.

         Strip REMIC Cap:  As defined in the Preliminary Statement.

         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 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


                                      46
<PAGE>


on such Distribution Date, that Class will be entitled to receive the entire
remaining Principal Distribution Amount for Loan Group 1 and Loan Group 2
until the Certificate Principal Balance thereof is reduced to zero.

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

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

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

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

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

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

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

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


                                      47
<PAGE>



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

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

         Subservicer:  As defined in Section 3.02(a).

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

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

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

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

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

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

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

         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: Swiss Re Financial Products Corporation and its
successors.

         Swap Contract Termination Date:  The Distribution Date in August 2010.

         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


                                      48
<PAGE>


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 June 30, 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:  Swiss Reinsurance Company.

         Swap-IO REMIC:  As defined in the Preliminary Statement.

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

         Swap Trust:  The trust fund established by Section 4.09.

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

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

         Tax Matters Person Certificate: With respect to the Master REMIC, the
Strip REMIC and the Swap-IO REMIC, 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).


                                      49
<PAGE>


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

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

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

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

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

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

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

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

         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, BNP Paribas
Securities Corp. and Lehman Brothers Inc.


                                      50
<PAGE>


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

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

Section 1.02      Certain Interpretive Provisions.

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

                                 ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

         Section 2.01 Conveyance of Mortgage Loans.

         (a) Each Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, all the right, title and
interest of such Seller in and to the applicable Initial Mortgage Loans,
including all interest and principal received and receivable by such Seller on
or with respect to applicable Initial Mortgage Loans after the Initial Cut-off
Date (to the extent not applied in computing the Cut-off Date Principal
Balance thereof) or deposited into the Certificate Account by the Master
Servicer on behalf of such Seller as part of



                                      51
<PAGE>



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 and to
the Initial Mortgage Loans.

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

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

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

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

         (d) On any Business Day during the Funding Period designated by CHL
to the Trustee, the Sellers, the Depositor and the Trustee shall complete,
execute and deliver a Subsequent Transfer Agreement. After the execution and
delivery of such Subsequent Transfer


                                      52
<PAGE>

Agreement, on the Subsequent Transfer Date, the Trustee shall set aside in the
Pre-Funding Account an amount equal to the related Subsequent Transfer Date
Purchase Amount.

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

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

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

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

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

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

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

              (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 (i)
         the percentage of Mortgage Loans secured by Mortgaged Properties
         located in the State of California, which will not exceed 50% of the
         Mortgage Loans in each Loan Group and (ii) the percentage of Mortgage
         Loans in the Credit Grade Categories of "C" or below, which will not
         exceed 15% of the Mortgage Loans in each Loan Group) from the
         characteristics listed below; provided that for the purpose of making
         such calculations, the characteristics for any Initial Mortgage Loan
         made will be taken as of the Initial Cut-off Date and the
         characteristics for any Subsequent Mortgage Loans will be taken as of
         the Subsequent Cut-off Date:


                                      53
<PAGE>



<TABLE>
<CAPTION>
         Loan Group 1
         Characteristic                                                 Value            Permitted Variance
         --------------                                                 -----            ------------------
<S>                                                                     <C>              <C>
         Weighted Average Mortgage Rate.........................        8.596%                 +/-0.10%
         Weighted Average Original Loan-to-Value Ratio..........        79.12%                 +/-3.00%
         Weighted Average Credit Bureau Risk Score..............      596 points              +/-5 points
         Percentage Originated under Full                                                      +/-3.00%
           Documentation Program................................        59.77%
         Weighted Average Gross Margin..........................        6.703%                 +/-0.10%

         Loan Group 2
         Characteristic                                                 Value            Permitted Variance
         --------------                                                 -----            ------------------
         Weighted Average Mortgage Rate.........................        8.556%                 +/-0.10%
         Weighted Average Original Loan-to-Value Ratio..........        80.95%                 +/-3.00%
         Weighted Average Credit Bureau Risk Score..............      614 points              +/-5 points
         Percentage Originated under Full                                                      +/-3.00%
           Documentation Program................................        51.41%
         Weighted Average Gross Margin..........................        6.709%                 +/-0.10%

</TABLE>

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

               (9) the Trustee and the Underwriter(s) 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



                                      54
<PAGE>


shall pay the applicable Seller the Subsequent Transfer Date Transfer Amount
from such funds that were set aside in the Pre-Funding Account pursuant to
Section 2.01(d). The positive difference, if any, between the Subsequent
Transfer Date Transfer Amount and the Subsequent Transfer Date Purchase Amount
shall be re-invested by the Trustee in the Pre-Funding Account.

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

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

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

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

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

              (iii) in the case of each Mortgage Loan that is not a MERS
         Mortgage Loan, a duly executed assignment of the Mortgage to
         "Asset-Backed Certificates, Series 2006-12, CWABS, Inc., by The Bank
         of New York, a New York banking corporation, as trustee under the
         Pooling and Servicing Agreement dated as of June 1, 2006, without
         recourse" or a copy of such assignment, with recording



                                      55
<PAGE>

         information, (each such assignment, when duly and validly completed,
         to be in recordable form and sufficient to effect the assignment of
         and transfer to the assignee thereof, under the Mortgage to which
         such assignment relates);

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

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

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

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

         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


                                      56
<PAGE>


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 any
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 within 120 days of the
Closing Date (which opinion may be in the form of a "survey" opinion and is
not required to be delivered by counsel admitted to practice law in the
jurisdiction as to which such opinion applies), 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


                                      57
<PAGE>


Mortgage File is released to the Master Servicer as a result of the Master
Servicer's having completed a Request for Document Release, the Trustee shall
complete the assignment of the related Mortgage in the manner specified in
clause (iii) above.

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

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

         Notwithstanding anything to the contrary in this Agreement, within
thirty days after the Closing Date (in the case of Initial Mortgage Loans) or
within twenty days after the related Subsequent Transfer Date (in the case of
Subsequent Mortgage Loans), CHL (on behalf of each Seller) shall either (i)
deliver to the Trustee the Mortgage File as required pursuant to this Section
2.01 for each Delay Delivery Mortgage Loan or (ii) (A) repurchase the Delay
Delivery Mortgage Loan or (B) substitute the Delay Delivery Mortgage Loan for
a Replacement Mortgage Loan, which repurchase or substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, provided that if CHL fails to deliver a Mortgage File for any Delay
Delivery Mortgage Loan within the period provided in the prior sentence, the
cure period provided for in Section 2.02 or in Section 2.03 shall not apply to
the initial delivery of the Mortgage File for such Delay Delivery Mortgage
Loan, but rather CHL shall have five (5) Business Days to cure such failure to
deliver. CHL shall promptly provide each Rating Agency with written notice of
any cure, repurchase or substitution made pursuant to the proviso of the
preceding sentence. On or before the thirtieth (30th) day (or if such
thirtieth day is not a Business Day, the succeeding Business Day) after the
Closing Date (in the case of Initial Mortgage Loans) or within twenty days
after the related Subsequent Transfer Date (in the case of Subsequent Mortgage
Loans), the Trustee shall, in accordance with the provisions of Section 2.02,
send a Delay Delivery Certification substantially in the form annexed hereto
as Exhibit G-3 (with any applicable exceptions noted thereon) for all Delay
Delivery Mortgage Loans delivered within thirty (30) days after such date. The
Trustee will promptly send a copy of such Delay Delivery Certification to each
Rating Agency.

         Each Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans sold by such Seller to the Depositor and has
agreed to take the actions specified herein. The Depositor, concurrently with
the execution and delivery of this Agreement, hereby sells, transfers, assigns
and otherwise conveys to the Trustee for the use and benefit of the


                                      58
<PAGE>


Certificateholders, without recourse, all right title and interest in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund pursuant to
Sections 2.01(a) or (b).

         Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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

         The Trustee agrees to execute and deliver on the Closing Date to the
Depositor, the Master Servicer and CHL (on behalf of each Seller) an Initial
Certification substantially in the form annexed hereto as Exhibit G-1 to the
effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Initial Mortgage Loan paid in full or any Initial
Mortgage Loan specifically identified in such certification as not covered by
such certification), the documents described in Section 2.01(g)(i) and, in the
case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the
documents described in Section 2.01(g)(iii) with respect to such Initial
Mortgage Loans as are in the Trustee's possession and based on its review and
examination and only as to the foregoing documents, such documents appear
regular on their face and relate to such Initial Mortgage Loan. The Trustee
agrees to execute and deliver within 30 days after the Closing Date to the
Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim
Certification substantially in the form annexed hereto as Exhibit G-2 to the
effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Initial Mortgage Loan paid in full or any Initial
Mortgage Loan specifically identified in such certification as not covered by
such certification) all documents required to be delivered to the Trustee
pursuant to the Agreement with respect to such Initial Mortgage Loans are in
its possession (except those documents described in Section 2.01(g)(vi)) and
based on its review and examination and only as to the foregoing documents,
(i) such documents appear regular on their face and relate to such Initial
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (ix) and (xv) of the definition of the "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. On or before
the thirtieth (30th) day after the Closing Date (or if such thirtieth day is
not a Business Day, the succeeding Business Day), the Trustee shall deliver to
the Depositor, the Master Servicer and CHL (on behalf of each Seller) a Delay
Delivery Certification with respect to the Initial Mortgage Loans
substantially in the form annexed hereto as Exhibit G-3, with any applicable
exceptions noted thereon. The Trustee shall be under no duty or obligation to
inspect, review or examine such documents, instruments, certificates or other
papers to determine that the same are genuine, enforceable or appropriate for
the represented purpose or that they have actually been recorded in the real
estate records or that they are other than what they purport to be on their
face.

         Not later than 180 days after the Closing Date, the Trustee shall
deliver to the Depositor, the Master Servicer, CHL (on behalf of each Seller)
and any Certificateholder that so



                                      59
<PAGE>



requests, a Final Certification with respect to the Initial Mortgage Loans
substantially in the form annexed hereto as Exhibit H, with any applicable
exceptions noted thereon.

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

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

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

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

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

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

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

         If, in the course of such review, the Trustee finds any document or
documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include
such exceptions in such Final Certification (and the Trustee shall state in
such Final Certification whether any Mortgage File does not then include the


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<PAGE>


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

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

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


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<PAGE>

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

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

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

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

                 (i)  the original  Mortgage  Note,  endorsed by manual or
         facsimile signature in blank in the following form: "Pay to the order
         of ________________ without recourse", with all intervening
         endorsements that show a complete chain of



                                      62
<PAGE>


         endorsement from the originator to the Person endorsing the Mortgage
         Note (each such endorsement being sufficient to transfer all right,
         title and interest of the party so endorsing, as noteholder or
         assignee thereof, in and to that Mortgage Note), or, if the original
         Mortgage Note has been lost or destroyed and not replaced, an
         original lost note affidavit, stating that the original Mortgage Note
         was lost or destroyed, together with a copy of the related Mortgage
         Note and all such intervening endorsements;

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

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

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

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

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

         If, in the course of such review, the Trustee finds any document or
documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include
such exceptions in such Final Certification (and the Trustee shall state in
such Final Certification whether any Mortgage File does not then include the
original or duplicate original lender's title policy or a printout of the
electronic equivalent and all riders thereto). If the public recording office
in which a Mortgage or assignment thereof is recorded retains the original of
such Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and
complete by such recording office, shall be deemed to satisfy the requirements
of clause (ii), (iii) or (iv) above, as applicable. CHL shall promptly correct
or cure such defect referred to above within 90 days from the date it was so
notified of such defect and, if CHL does not correct or cure such defect
within such period, CHL shall either (A) if the time to cure such defect
expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Subsequent Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the

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<PAGE>

manner and subject to the conditions set forth in Section 2.03, or (B)
purchase such Subsequent Mortgage Loan from the Trust Fund within 90 days from
the date CHL was notified of such defect in writing at the Purchase Price of
such Subsequent Mortgage Loan; provided that any such substitution pursuant to
(A) above or repurchase pursuant to (B) above shall not be effected prior to
the delivery to the Trustee of the Opinion of Counsel required by Section 2.05
hereof and any substitution pursuant to (A) above shall not be effected prior
to the additional delivery to the Trustee of a Request for File Release. No
substitution will be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Subsequent Mortgage Loan shall
be deposited by CHL in the Certificate Account and, upon receipt of such
deposit and Request for File Release with respect thereto, the Trustee shall
release the related Mortgage File to CHL and shall execute and deliver at
CHL's request such instruments of transfer or assignment as CHL has prepared,
in each case without recourse, as shall be necessary to vest in CHL, or a
designee, the Trustee's interest in any Subsequent Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a
Subsequent Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to CHL and shall cause such
Mortgage to be removed from registration on the MERS(R) System in accordance
with MERS' rules and regulations.

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

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


         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


                                      64
<PAGE>



         perform any of its other obligations under this Agreement in
         accordance with the terms hereof.

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

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

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

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


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<PAGE>


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

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

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

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

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

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


                                      66
<PAGE>


         generally and (b) the remedy of specific performance and injunctive
         and other forms of equitable relief may be subject to equitable
         defenses and to the discretion of the court before which any
         proceeding therefor may be brought.

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

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

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

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

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

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


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<PAGE>


                 (9) None of the Mortgage Loans is 30 days or more delinquent
         in payment of principal and interest.

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

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

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

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

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

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

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

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


                                      68
<PAGE>


         Mortgage; or executed any instrument of release, cancellation,
         modification (except as expressly permitted above) or satisfaction
         with respect thereto.

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

                 (19) No Initial Mortgage Loan was the subject of a Principal
         Prepayment in full between the Initial Cut-off Date and the Closing
         Date. No Subsequent Mortgage Loan was the subject of a Principal
         Prepayment in full between the Subsequent Cut-off Date and the
         Subsequent Transfer Date.

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

                 (21) To the best of CHL's knowledge, no improvement located
         on or being part of the Mortgaged Property is in violation of any
         applicable zoning law or regulation. To the best of CHL's knowledge,
         all inspections, licenses and certificates required to be made or
         issued with respect to all occupied portions of the Mortgaged
         Property and, with respect to the use and occupancy of the same,
         including but not limited to certificates of occupancy and fire
         underwriting certificates, have been made or obtained from the
         appropriate authorities, unless the lack thereof would not have a
         material adverse effect on the value of such Mortgaged Property, and
         the Mortgaged Property is lawfully occupied under applicable law.

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


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<PAGE>

         the Mortgage had legal capacity to execute the Mortgage Note and the
         Mortgage and each Mortgage Note and Mortgage have been duly and
         properly executed by such parties.

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

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

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

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

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

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

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

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

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

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


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<PAGE>

         approximately the percentage specified in the Collateral Schedule of
         the Initial Mortgage Loans in Loan Group 1 and Loan Group 2 are
         secured by low-rise condominium units. No more than approximately the
         percentage specified in the Collateral Schedule of the Initial
         Mortgage Loans in Loan Group 1 and Loan Group 2 are secured by
         high-rise condominium units. No more than approximately the
         percentage specified in the Collateral Schedule of the Initial
         Mortgage Loans in Loan Group 1 and Loan Group 2 are secured by
         manufactured housing. No more than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1 and Loan Group 2 are secured by PUDs.

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

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

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

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

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<PAGE>

         mortgagee clause naming the applicable Seller or the original
         mortgagee, and its successors in interest, as mortgagee, and the
         applicable Seller has received no notice that any premiums due and
         payable thereon have not been paid; the Mortgage obligates the
         Mortgagor thereunder to maintain all such insurance, including flood
         insurance, at the Mortgagor's cost and expense, and upon the
         Mortgagor's failure to do so, authorizes the holder of the Mortgage
         to obtain and maintain such insurance at the Mortgagor's cost and
         expense and to seek reimbursement therefor from the Mortgagor.

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

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

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

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

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

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

                 (44) All taxes, governmental assessments, insurance premiums,
         water, sewer and municipal charges, leasehold payments or ground
         rents that previously became due and owing have been paid, or an
         escrow of funds has been established in an amount sufficient to pay
         for every such item that remains unpaid and that has been assessed,
         but


                                      72
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         is not yet due and payable. Except for (A) payments in the nature of
         escrow payments, and (B) interest accruing from the date of the
         Mortgage Note or date of disbursement of the Mortgage proceeds,
         whichever is later, to the day that precedes by one month the Due
         Date of the first installment of principal and interest, including
         without limitation, taxes and insurance payments, the Master Servicer
         has not advanced funds, or induced, solicited or knowingly received
         any advance of funds by a party other than the Mortgagor, directly or
         indirectly, for the payment of any amount required by the Mortgage.

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      74
<PAGE>



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

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

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

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

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

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

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

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

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


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<PAGE>


         underwriting guidelines in effect at the time the loan was
         underwritten or reunderwritten, as applicable.

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

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

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

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

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

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

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

                 (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.


                                      76
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                 (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
             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



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             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

                 (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


                                      78
<PAGE>

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

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

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

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


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

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

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

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

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

                 (3) The execution and delivery of this Agreement and each
         Subsequent Transfer Agreement by Park Sienna, the sale of the Park
         Sienna Mortgage Loans by Park Sienna under this Agreement and each
         Subsequent Transfer Agreement, the consummation of any other of the
         transactions contemplated by this Agreement and each Subsequent
         Transfer Agreement and the fulfillment of or compliance with the
         terms hereof are in the ordinary course of business of Park Sienna
         and will not (A) result in a material breach of any term or provision
         of the certificate of formation or limited liability


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         company agreement of Park Sienna or (B) materially conflict with,
         result in a material breach, violation or acceleration of, or result
         in a material default under, the terms of any other material
         agreement or instrument to which Park Sienna is a party or by which
         it may be bound, or (C) constitute a material violation of any
         statute, order or regulation applicable to Park Sienna of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over Park Sienna; and Park Sienna is not in breach or
         violation of any material indenture or other material agreement or
         instrument, or in violation of any statute, order or regulation of
         any court, regulatory body, administrative agency or governmental
         body having jurisdiction over it which breach or violation may
         materially impair Park Sienna's ability to perform or meet any of its
         obligations under this Agreement.

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

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

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

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

             (e) 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


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set forth in this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at the Purchase Price in the manner set forth
below; provided that (a) any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, (b)
any such substitution pursuant to (i) above shall not be effected prior to the
additional delivery to the Trustee of a Request for File Release and (c) any
such substitution pursuant to (i) above shall include a payment by the
applicable Representing Party of any amount as calculated under item (iii) of
the definition of "Purchase Price". Any Representing Party liable for a breach
under this Section 2.03 shall promptly reimburse the Master Servicer or the
Trustee for any expenses reasonably incurred by the Master Servicer or the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, any Representing Party
liable for a breach under this Section 2.03 shall, unless it cures such breach
in a timely fashion pursuant to this Section 2.03, promptly notify the Master
Servicer whether such Representing Party intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties described in this Section that are made to the
best of the Representing Party's knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Sellers or the Trustee that the substance
of such representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan,
notwithstanding the Representing Party's lack of knowledge with respect to the
substance of such representation or warranty, such inaccuracy shall be deemed
a breach of the applicable representation or warranty. Any breach of a
representation set forth in Section 2.03(a)(8), (b)(72), (b)(75), (b)(76) or
(b)(77) shall be deemed to materially and adversely affect the
Certificateholders.

         With respect to any Replacement Mortgage Loan or Loans, the
applicable Seller delivering such Replacement Mortgage Loan shall deliver to
the Trustee for the benefit of the Certificateholders the related Mortgage
Note, Mortgage and assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note endorsed
and the Mortgage assigned as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
applicable Seller delivering such Replacement Mortgage Loan on such
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for the related Due Period and thereafter the applicable Seller
shall be entitled to retain all amounts received in respect of such Deleted
Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for
the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans
and the Master Servicer shall deliver the amended Mortgage Loan Schedule to
the Trustee. Upon such substitution, the Replacement Mortgage Loan or Loans
shall be subject to the terms of this Agreement in all respects, and the
applicable Seller delivering such Replacement Mortgage Loan shall be deemed to
have made with respect to such Replacement Mortgage Loan or Loans, as of the
date of substitution, the representations and warranties set forth in Section
2.03(b), (c) 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


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relating to such Deleted Mortgage Loan and held for the benefit of the
Certificateholders and shall execute and deliver at the Master Servicer's
direction such instruments of transfer or assignment as have been prepared by
the Master Servicer, in each case without recourse, as shall be necessary to
vest in the applicable Seller, or its respective designee, title to the
Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to
this Section 2.03.

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

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

         (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.


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

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

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

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

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


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<PAGE>


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

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

         (a) Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which default is
not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or
2.04 shall be made unless the Representing Party making such repurchase or
substitution delivers to the Trustee an Opinion of Counsel (which such
Representing Party shall use reasonable efforts to obtain), addressed to the
Trustee to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on "prohibited transactions" of the Trust
Fund or contributions after the Closing Date, as defined in sections
860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause 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.



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         Section 2.06 Authentication and Delivery of Certificates.

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

         Section 2.07 Covenants of the Master Servicer.

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

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

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

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 3.01 Master Servicer to Service Mortgage Loans.

         For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with customary
and usual standards of practice of prudent mortgage loan lenders in the
respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Master Servicer shall
take no action that is inconsistent with or prejudices the interests of the
Trustee or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor and the Trustee under this Agreement. The Master
Servicer shall represent and protect the interest of the Trustee in the same
manner as it currently protects its own interest in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan which would (i) cause


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any REMIC formed hereunder to fail to qualify as a REMIC or (ii) result in the
imposition of any tax under section 860(a) or 860(d) of the Code, but in any
case the Master Servicer shall not act in any manner that is a lesser standard
than that provided in the first sentence of this Section 3.01. Without
limiting the generality of the foregoing, the Master Servicer, in its own name
or in the name of the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Master Servicer believes
it appropriate in its reasonable judgment, to execute and deliver, on behalf
of the Trustee, the Depositor, the Certificateholders or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, with respect to the
Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Master Servicer shall prepare and
deliver to the Depositor and/or the Trustee such documents requiring execution
and delivery by any or all of them as are necessary or appropriate to enable
the Master Servicer to service and administer the Mortgage Loans. Upon receipt
of such documents, the Depositor and/or the Trustee shall execute such
documents and deliver them to the Master Servicer. The Master Servicer further
is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee
and the Certificateholders or any of them, any and all instruments of
assignment and other comparable instruments with respect to such assignment or
re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns.

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


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upon discovery or receipt of notice thereof, immediately shall deliver to the
Trustee for deposit in the Distribution Account from its own funds the amount
of any such shortfall and shall indemnify and hold harmless the Trust Fund,
the Trustee, the Depositor and any successor master servicer in respect of any
such liability. Such indemnities shall survive the termination or discharge of
this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not
limit the ability of the Master Servicer to seek recovery of any such amounts
from the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law and shall not be an expense of the Trust.

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

         (a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a
subservicing agreement (each, a "Subservicing Agreement"); provided that (i)
such subservicing arrangement and the terms of the related subservicing
agreement must provide for the servicing of such Mortgage Loans in a manner
consistent with the servicing arrangements contemplated hereunder, (ii) that
such subservicing agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the ratings on any Class of Certificates, as evidenced
by a letter to that effect delivered by each Rating Agency to the Depositor
and the NIM Insurer and (iii) the NIM Insurer shall have consented to such
subservicing agreements (which consent shall not be unreasonably withheld)
with Subservicers, for the servicing and administration of the Mortgage Loans.
The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments or modifications thereof, promptly upon the
Master Servicer's execution and delivery of such instruments. The Master
Servicer, with the written consent of the NIM Insurer (which consent shall not
be unreasonably withheld), shall be entitled to terminate any Subservicing
Agreement and the rights and obligations of any Subservicer pursuant to any
Subservicing Agreement in accordance with the terms and conditions of such
Subservicing Agreement. Notwithstanding the provisions of any subservicing
agreement, any of the provisions of this Agreement relating to agreements or
arrangements between the Master Servicer or a subservicer or reference to
actions taken through a Master Servicer or otherwise, the Master Servicer
shall remain obligated and liable to the Depositor, the Trustee and the
Certificateholders for the servicing and administration of the Mortgage Loans
in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such subservicing agreements or
arrangements or by virtue of indemnification from the subservicer and to the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. Every subservicing
agreement entered into by the Master Servicer shall contain a provision giving
the successor Master Servicer the option to terminate such agreement without
cost in the event a successor Master Servicer is appointed. All actions of
each subservicer performed pursuant to the related subservicing agreement
shall be performed as an agent of the Master Servicer with the same force and
effect as if performed directly by the Master Servicer.

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


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

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

         Section 3.04 Trustee to Act as Master Servicer.

         In the event that the Master Servicer shall for any reason no longer
be the Master Servicer hereunder (including by reason of an Event of Default
or termination by the Depositor), the Trustee or its designee shall thereupon
assume all of the rights and obligations of the Master Servicer hereunder
arising thereafter (except that the Trustee shall not be (i) liable for losses
of the Master Servicer pursuant to Section 3.10 hereof or any acts or
omissions of the predecessor Master Servicer hereunder, (ii) obligated to make
Advances if it is prohibited from doing so by applicable law, (iii) obligated
to effectuate repurchases or substitutions of Mortgage Loans hereunder,
including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for
expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have
made any representations and warranties hereunder, including pursuant to
Section 2.03 or the first paragraph of Section 6.02 hereof). If the Master
Servicer shall for any reason no longer be the Master Servicer (including by
reason of any Event of Default or termination by the Depositor), the Trustee
(or any other successor servicer) may, at its option, succeed to any rights
and obligations of the Master


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Servicer under any subservicing agreement in accordance with the terms
thereof; provided that the Trustee (or any other successor servicer) shall not
incur any liability or have any obligations in its capacity as servicer under
a subservicing agreement arising prior to the date of such succession unless
it expressly elects to succeed to the rights and obligations of the Master
Servicer thereunder; and the Master Servicer shall not thereby be relieved of
any liability or obligations under the subservicing agreement arising prior to
the date of such succession.

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

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

         (a) The Master Servicer shall make reasonable efforts in accordance
with customary and usual standards of practice of prudent mortgage lenders in
the respective states in which the Mortgaged Properties are located to collect
all payments called for under the terms and provisions of the Mortgage Loans
to the extent such procedures shall be consistent with this Agreement and the
terms and provisions of any related Required Insurance Policy. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, subject to Section 3.20, any Prepayment Charge or penalty
interest in connection with the prepayment of a Mortgage Loan and (ii) extend
the due dates for payments due on a Mortgage Note for a period not greater
than 270 days. In the event of any such arrangement, the Master Servicer shall
make Advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. In addition, the NIM
Insurer's prior written consent shall be required for any waiver of Prepayment
Charges or for the extension of the due dates for payments due on a Mortgage
Note, if the aggregate number of outstanding Mortgage Loans that have been
granted such waivers or extensions exceeds 5% of the aggregate number of
Initial Mortgage Loans and Subsequent Mortgage Loans. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.


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

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

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

                 (3) all Insurance Proceeds;

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

                 (5) all Compensating Interest;

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

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

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

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

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

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

         The foregoing requirements for remittance by the Master Servicer into
the Certificate Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature
of late payment charges or assumption fees, if collected, need not be remitted
by the Master Servicer. In the event that the Master Servicer shall remit any
amount not required to be remitted and not otherwise subject to withdrawal
pursuant to Section 3.08 hereof, it may at any time withdraw or direct the
institution maintaining the Certificate Account, to withdraw such amount from
the Certificate Account, any provision herein to the contrary notwithstanding.
Such withdrawal or direction may be accomplished by delivering written notice
thereof to the institution maintaining the Certificate Account, that


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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 July 2006, August 2006 and September
2006, CHL shall remit to the Master Servicer, and the Master Servicer shall
deposit in the Certificate Account, the Seller Shortfall Interest Requirement
(if any) for such Master Servicer Advance Date.

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

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

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

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

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

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

         (e) Each institution that maintains the Certificate Account, the
Distribution Account or the Pre-Funding Account shall invest the funds in each
such account, as directed by the Master Servicer, in Permitted Investments,
which shall mature not later than (x) in the case of the Certificate Account,
the second Business Day next preceding the related Distribution Account
Deposit Date (except that if such Permitted Investment is an obligation of the
institution


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

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

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

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

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


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

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

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

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

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

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

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

                 (ii) to reimburse each of the Master Servicer and the Trustee
         for Advances made by it with respect to the Mortgage Loans, such
         right of


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         reimbursement pursuant to this subclause (ii) being limited to
         amounts received on particular Mortgage Loan(s) (including, for this
         purpose, Liquidation Proceeds, Insurance Proceeds and Subsequent
         Recoveries) that represent late recoveries of payments of principal
         and/or interest on such particular Mortgage Loan(s) in respect of
         which any such Advance was made;

                 (iii) [Reserved];

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

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

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

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

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

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

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

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

         In addition, no later than 1:00 p.m. Pacific time on the Distribution
Account Deposit Date, the Master Servicer shall withdraw from the Certificate
Account and remit to the Trustee the Interest Remittance Amount, Principal
Remittance Amount, Prepayment Charges


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

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

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

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

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

         (b) The Trustee shall withdraw funds from the Distribution Account
for distribution to the Certificateholders and remittance to the Final
Maturity Reserve Fund and 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 third 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


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<PAGE>

         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 third from last
paragraph of Section 8.11). In addition, the Trustee may from time to time
make withdrawals from the Carryover Reserve Fund for the following purposes:

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

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

         Section 3.09 [Reserved].

         Section 3.10 Maintenance of Hazard Insurance.

         The Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance with extended coverage in an amount that is at least
equal to the lesser of (i) the maximum insurable value of the improvements
securing such Mortgage Loan and (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such that the
proceeds of such policy shall be sufficient to prevent the related Mortgagor
and/or mortgagee from becoming a co-insurer. Each such policy of standard
hazard insurance shall contain, or have an accompanying endorsement that
contains, a standard mortgagee clause. The Master Servicer shall also cause
flood insurance to be maintained on property acquired upon foreclosure or deed
in lieu of foreclosure of any Mortgage Loan, to the extent described below.
Pursuant to Section 3.05 hereof, any amounts collected by the Master Servicer
under any such policies (other than the amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Certificate
Account. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to
the Certificateholders or remittances to the Trustee for their benefit, be
added to the principal balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of late payments by the related Mortgagor or out of
Liquidation Proceeds or Subsequent Recoveries to the extent permitted by
Section 3.08 hereof. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired



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in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the time of
origination of the Mortgage Loan in a federally designated special flood
hazard area and such area is participating in the national flood insurance
program, the Master Servicer shall cause flood insurance to be maintained with
respect to such Mortgage Loan. Such flood insurance shall be in an amount
equal to the lesser of (i) the original principal balance of the related
Mortgage Loan, (ii) the replacement value of the improvements that are part of
such Mortgaged Property, or (iii) the maximum amount of such insurance
available for the related Mortgaged Property under the Flood Disaster
Protection Act of 1973, as amended. If the hazard policy contains a deductible
clause, the Master Servicer will be required to deposit from its own funds
into the Certificate Account the amounts that would have been deposited
therein but for the deductible clause.

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

         (a) Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has knowledge of
such conveyance, enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Master Servicer is not required to exercise
such rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies
the terms and conditions contained in the Mortgage Note and Mortgage related
thereto and the consent of the mortgagee under such Mortgage Note or Mortgage
is not otherwise so required under such Mortgage Note or Mortgage as a
condition to such transfer. In the event that the Master Servicer is
prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.11(b), to take or enter into an assumption
and modification agreement from or with the person to whom such property has
been or is about to be conveyed, pursuant to which such person becomes liable
under the Mortgage Note and, unless prohibited by applicable state law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan shall
continue to be covered (if so covered before the Master Servicer enters such
agreement) by the applicable Required Insurance Policies. The Master Servicer,
subject to Section 3.11(b), is also authorized with the prior approval of the
insurers under any Required Insurance Policies to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Mortgage Note. The Master Servicer shall notify the
Trustee that any such substitution, modification or assumption agreement has
been completed by forwarding to the Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

         (b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.11(a) hereof, in any case in which
a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption


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

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

         (a) The Master Servicer may agree to a modification of any Mortgage
Loan (the "Modified Mortgage Loan") if (i) CHL purchases the Modified Mortgage
Loan from the Trust Fund immediately following the modification as described
below and (ii) the Stated Principal Balance of such Mortgage Loan, when taken
together with the aggregate of the Stated Principal Balances of all other
Mortgage Loans in the same Loan Group that have been so modified since the
Closing Date at the time of those modifications, does not exceed an amount
equal to 5% of the aggregate Certificate Principal Balance of the related
Certificates. Effective immediately after the modification, and, in any event,
on the same Business Day on which the modification occurs, all interest of the
Trustee in the Modified Mortgage Loan shall automatically be deemed
transferred and assigned to CHL and all benefits and burdens of ownership
thereof, including the right to accrued interest thereon from the date of
modification and the risk of default thereon, shall pass to CHL. The Master
Servicer shall promptly deliver to the Trustee a certification of a Servicing
Officer to the effect that all requirements of this paragraph have been
satisfied with respect to the Modified Mortgage Loan. For federal income tax
purposes, the Trustee shall account for such purchase as a prepayment in full
of the Modified Mortgage Loan. CHL shall remit the Purchase Price to the
Master Servicer for deposit into the Certificate Account pursuant to Section
3.05 within one Business Day after the purchase of the Modified Mortgage Loan.
Upon receipt by the Trustee of written notification of any such deposit signed
by a Servicing Officer, the Trustee shall release to CHL or its designee the
related


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Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in
CHL any Modified Mortgage Loan previously transferred and assigned pursuant
hereto. CHL covenants and agrees to indemnify the Trust Fund against any
liability for any "prohibited transaction" taxes and any related interest,
additions, and penalties imposed on the Trust Fund established hereunder as a
result of any modification of a Mortgage Loan effected pursuant to this
subsection (a), any holding of a Modified Mortgage Loan by the Trust Fund or
any purchase of a Modified Mortgage Loan by CHL (but such obligation shall not
prevent CHL or any other appropriate Person from in good faith contesting any
such tax in appropriate proceedings and shall not prevent CHL from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). CHL shall have no right of reimbursement for any amount paid
pursuant to the foregoing indemnification, except to the extent that the
amount of any tax, interest, and penalties, together with interest thereon, is
refunded to the Trust Fund or CHL. If the Master Servicer agrees to a
modification of any Mortgage Loan pursuant to this Section 3.12(a), and if
such Mortgage Loan carries a Prepayment Charge provision, CHL shall deliver to
the Trustee the amount of the Prepayment Charge, if any, that would have been
due had such Mortgage Loan been prepaid at the time of such modification, for
deposit into the Certificate Account (not later than 1:00 p.m. Pacific time on
the Master Servicer Advance Date immediately succeeding the date of such
modification) for distribution in accordance with the terms of this Agreement.

(b) The Master Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments.
In connection with such foreclosure or other conversion, the Master Servicer
shall follow such practices and procedures as it shall deem necessary or
advisable and as shall be normal and usual in its general mortgage servicing
activities and the requirements of the insurer under any Required Insurance
Policy; provided that the Master Servicer shall not be required to expend its
own funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan
after reimbursement to itself of such expenses and (ii) that such expenses
will be recoverable to it through Liquidation Proceeds (respecting which it
shall have priority for purposes of withdrawals from the Certificate Account
pursuant to Section 3.08 hereof). The Master Servicer shall be responsible for
all other costs and expenses incurred by it in any such proceedings; provided
that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property and any related Subsequent
Recoveries, as contemplated in Section 3.08 hereof. If the Master Servicer has
knowledge that a Mortgaged Property that the Master Servicer is contemplating
acquiring in foreclosure or by deed-in-lieu of foreclosure is located within a
one-mile radius of any site with environmental or hazardous waste risks known
to the Master Servicer, the Master Servicer will, prior to acquiring the
Mortgaged Property, consider such risks and only take action in accordance
with its established environmental review procedures.

         With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual
capacity. The Master Servicer shall ensure that the title to such REO Property
references this Agreement and the Trustee's


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capacity thereunder. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall either itself or through an agent selected by the Master
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management
and maintenance of such REO Property at such times as is necessary to enable
the Trustee to comply with the reporting requirements of the REMIC Provisions.
The net monthly rental income, if any, from such REO Property shall be
deposited in the Certificate Account no later than the close of business on
each Determination Date. The Master Servicer shall perform the tax reporting
and withholding related to foreclosures, abandonments and cancellation of
indebtedness income as specified by Sections 1445, 6050J and 6050P of the Code
by preparing and filing such tax and information returns, as may be required.

         In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that maximizes the Liquidation Proceeds, but
in no event later than three years after its acquisition by the Trust Fund or,
at the expense of the Trust Fund, the Master Servicer shall request, more than
60 days prior to the day on which such three-year period would otherwise
expire, an extension of the three-year grace period. In the event the Trustee
shall have been supplied with an Opinion of Counsel (such opinion not to be an
expense of the Trustee) to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such three-year period will not result
in the imposition of taxes on "prohibited transactions" of the Trust Fund as
defined in section 860F of the Code or cause any REMIC formed hereunder to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
and the Trust Fund may continue to hold such Mortgaged Property (subject to
any conditions contained in such Opinion of Counsel) after the expiration of
such three-year period. Notwithstanding any other provision of this Agreement,
no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed
to continue to be rented) or otherwise used for the production of income by or
on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or (ii) subject
the Trust Fund to the imposition of any federal, state or local income taxes
on the income earned from such Mortgaged Property under section 860G(c) of the
Code or otherwise, unless the Master Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.

         The decision of the Master Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Master Servicer that
the proceeds of such foreclosure would exceed the costs and expenses of
bringing such a proceeding. The income earned from the management of any
Mortgaged Properties acquired through foreclosure or other judicial
proceeding, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such management and
net of unreimbursed Servicing Fees, Advances, Servicing Advances and any
management fee paid or to be paid with respect to t



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he management of such Mortgaged Property, shall be applied to the payment of
principal of, and interest on, the related defaulted Mortgage Loans (with
interest accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be
payments on account of principal and interest on the related Mortgage Notes
and shall be deposited into the Certificate Account. To the extent the income
received during a Prepayment Period is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Rate on the
related Mortgage Loan, such excess shall be considered to be a partial
Principal Prepayment for all purposes hereof.

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

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

         (c) [Reserved].

         (d) The Master Servicer, in its sole discretion, shall have the right
to elect (by written notice sent to the Trustee) to purchase for its own
account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day of the
calendar month in which such Mortgage Loan became 150 days delinquent (such
month, the "Eligible Repurchase Month"); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Certificate Account. Any purchase of a
Mortgage Loan pursuant to this Section 3.12(d) shall be accomplished by
remittance to the Master Servicer for deposit in the Certificate Account of
the Purchase Price. The Trustee, upon receipt of certification from the Master
Servicer of such deposit and a Request for File Release from the Master
Servicer, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such
Mortgage Loan, in each case without recourse, as shall be necessary to vest in
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an assignment outright and
not for security. The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan, and all security and


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documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.

         Section 3.13 Trustee to Cooperate; Release of Mortgage Files.

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

         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


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by law for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property and the Master
Servicer shall have delivered to the Trustee an Officer's Certificate of a
Servicing Officer certifying as to the name and address of the Person to which
the Mortgage File or the documents therein were delivered and the purpose or
purposes of such delivery.

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

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

         Section 3.15 Servicing Compensation.

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

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


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required by Section 3.10 hereof) and shall not be entitled to reimbursement
therefor except as specifically provided in Sections 3.08 and 3.12 hereof.

         Section 3.16 Access to Certain Documentation.

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

         Section 3.17 Annual Statement as to Compliance.

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

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

         (c) The Trustee shall forward a copy of each such statement to each
Rating Agency. Copies of such statement shall be provided by the Trustee to
any Certificateholder or


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Certificate Owner upon request at the Master Servicer's expense, provided such
statement is delivered by the Master Servicer to the Trustee.

         Section 3.18 [Reserved].

         Section 3.19 [Reserved].

         Section 3.20 Prepayment Charges.

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

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

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

         (d) Upon discovery by the Master Servicer or a Responsible Officer of
the Trustee of a breach of the foregoing clause (c) that materially and
adversely affects right of the Holders of the Class P Certificates to any
Prepayment Charge, the party discovering the breach shall give prompt written
notice to the other parties. Within 60 days of the earlier of discovery by


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the Master Servicer or receipt of notice by the Master Servicer of breach, the
Master Servicer shall cure the breach in all material respects or shall pay
into the Certificate Account the amount of the Prepayment Charge that would
otherwise be due from the Mortgagor, less any amount representing such
Prepayment Charge previously collected and paid by the Master Servicer into
the Certificate Account.

         Section 3.21 Swap Contract.

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

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

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

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


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         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 for that
Distribution Date, pro rata, based upon their respective Interest Funds for
that Distribution Date, and any upfront amount in excess of the Adjusted
Replacement Upfront Amount shall be distributed to CHL and will not be
available to make distributions in respect of any Class of Certificates. Any
upfront amount paid to the Swap Contract Administrator by the swap
counterparty in respect of a replacement swap contract after the Distribution
Date on which any Swap Termination Payment will be payable to the Swap
Counterparty in respect of the original Swap Contract, such upfront amount
shall be retained by the Swap Contract Administrator and remitted to the Swap
Trustee on subsequent Distribution Dates up to and including the Swap Contract
Termination Date to pay any amounts distributable to the Interest-Bearing
Certificates pursuant to Section 4.04(d)(3) through (8) that will remain
unpaid following all distributions to be made on such Distribution Date
pursuant to Section 4.04(a) through (c).

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

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


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                                 ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER


         Section 4.01 Advances; Remittance Reports.

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

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

         (c) In lieu of making all or a portion of such Advance from its own
funds, the Master Servicer may (i) cause to be made an appropriate entry in
its records relating to the Certificate Account that any Amount Held for
Future Distributions has been used by the Master Servicer in discharge of its
obligation to make any such Advance and (ii) transfer such funds from the
Certificate Account to the Distribution Account. Any funds so applied and
transferred shall be replaced by the Master Servicer by deposit in the
Certificate Account no later than the close of business on the Business Day
immediately preceding the Distribution Date on which such funds are required
to be distributed pursuant to this Agreement. The Master Servicer shall be
entitled to be reimbursed from the Certificate Account for all Advances of its
own funds made pursuant to this Section as provided in Section 3.08. The
obligation to make Advances with respect to any Mortgage Loan shall continue
until such Mortgage Loan is paid in full or becomes a Liquidated Mortgage Loan
or until the purchase or repurchase thereof (or substitution therefor) from
the Trustee pursuant to any applicable provision of this Agreement, except as
otherwise provided in this Section 4.01.

         (d) If the Master Servicer determines that it will be unable to
comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately above, it shall use its best efforts to
give written notice thereof to the Trustee (each such notice a "Trustee
Advance Notice"; and such notice may be given by facsimile), not later than
3:00 p.m.,


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

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

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

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

         Section 4.03 [Reserved].


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         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
         Final Maturity Reserve Fund, the Final Maturity Required Deposit with
         respect to such Distribution Date;

              (ii) 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;

              (iii) 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,

              (iv) 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 (iii)(a) and (iii)(b), pro rata, based on the
         Certificate Principal Balances thereof, to the extent needed to pay
         any Current Interest and Interest Carry Forward Amount for each such
         Class; provided that Interest Funds remaining after such allocation
         to pay any Current Interest and Interest Carry Forward Amount based
         on the Certificate Principal Balances of the Certificates will be
         distributed to each Class of Class A Certificates with respect to
         which there remains any unpaid Current Interest and Interest Carry
         Forward Amount (after the distribution based on Certificate Principal
         Balances), pro rata, based on the amount of such remaining unpaid
         Current Interest and Interest Carry Forward Amount,

              (v) 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


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

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

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

                 (A) concurrently:

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

                     (a) to the Class 1-A Certificates, until the Certificate
              Principal Balance thereof is reduced to zero; and

                     (b) to the Classes of Class 2-A Certificates (after the
              distribution of the Principal Distribution Amount from Loan
              Group 2 as provided in clause (ii)(a) below), in the order and
              priorities set forth in clause (3) below, until the Certificate
              Principal Balances thereof are reduced to zero;

                 (ii) from the Principal Distribution Amount for Loan Group 2,
             sequentially:



                     (a) to the Classes of Class 2-A Certificates, in the
              order and priorities set forth in clause (3) below, until the
              Certificate Principal Balances thereof are reduced to zero; and

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

                 (B) from the remaining Principal Distribution Amounts for
             Loan Group 1 and Loan Group 2, sequentially:

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

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



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                 (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) A. With respect to any Distribution Date prior to the
Distribution Date in July 2026 and on each Distribution Date on and after the
Distribution Date in July 2026 with respect to which the Final Maturity OC
Trigger is satisfied, any Excess Cashflow shall be distributed to the Classes
of Certificates in the following order of priority:

                 (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;


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<PAGE>


                 (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.

         B. With respect to any Distribution Date on and after the
Distribution Date in July 2026 with respect to which the Final Maturity OC
Trigger is not satisfied, any Excess Cashflow shall be distributed to the
Classes of Certificates in the following order of priority:

                 (1) concurrently, to the Holders of the Class A Certificates,
         pro rata, in reduction of their Certificate Principal Balances, until
         their Certificate Principal Balances are reduced to zero;

                 (2) 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,

                 (3) 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;

                 (4) to the Class C Certificateholders, the Class C
         Distributable Amount for such Distribution Date; and

                 (5) 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)(ii) 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 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.

         (i) On the earlier of (i) the Distribution Date in December 2036, if
the amount on deposit in the Final Maturity Reserve Fund is greater than or
equal to the Certificate Principal Balance of the Adjustable Rate
Certificates, and (ii) the termination of this Agreement pursuant to Section
9.01, after giving effect to the distribution of all available funds, all
amounts on deposit in the Final Maturity Reserve Fund will be distributed in
the following order of priority:

              (1) concurrently, to the Classes of the Senior Certificates, pro
     rata, until the aggregate Certificate Principal Balance thereof is
     reduced to zero;

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

              (3) to the Class C Certificates, all remaining amounts.

         If funds on deposit in a Final Maturity Reserve Fund are not
distributed as provided above, such funds shall remain on deposit until
distributed in accordance with this Section 4.04(i).


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         Section 4.05 Monthly Statements to Certificateholders.

         (a) Concurrently with each distribution on a Distribution Date, the
Trustee will forward by mail to each Rating Agency and make available to
Certificateholders on the Trustee's website
(http://www.bnyinvestorreporting.com) a statement generally setting forth the
information contained in Exhibit W.

         (b) The Trustee's responsibility for disbursing the above information
to the Certificateholders is limited to the availability, timeliness and
accuracy of the information derived from the Master Servicer. The Trustee
shall send a copy of each statement provided pursuant to this Section 4.05 to
each Rating Agency and the NIM Insurer. The Trustee may make the above
information available to Certificateholders via the Trustee's website at
http://www.bnyinvestorreporting.com.

         (c) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished to each Person who at any time
during the calendar year was a Certificateholder, a statement containing the
information regarding (i) the amount of distributions to that
Certificateholder allocable to principal, separately identifying (A) the
aggregate amount of any Principal Prepayments included therein and (B) the
aggregate of all scheduled payments of principal included therein, (ii) the
amount of distributions to that Certificateholder allocable to interest and
(iii) the related amount of the Servicing Fees paid to or retained by the
Master Servicer, in each case aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in effect.

         (d) Upon filing with the Internal Revenue Service, the Trustee shall
furnish to the Holders of the Class A-R Certificates the Form 1066 and each
Form 1066Q and shall respond promptly to written requests made not more
frequently than quarterly by any Holder of Class A-R Certificates with respect
to the following matters:

              (1) The original projected principal and interest cash flows on
     the Closing Date on each related Class of regular and residual interests
     created hereunder and on the Mortgage Loans, based on the Prepayment
     Assumption;

              (2) The projected remaining principal and interest cash flows as
     of the end of any calendar quarter with respect to each related Class of
     regular and residual interests created hereunder and the Mortgage Loans,
     based on the Prepayment Assumption;

              (3) The applicable Prepayment Assumption and any interest rate
     assumptions used in determining the projected principal and interest cash
     flows described above;

              (4) The original issue discount (or, in the case of the Mortgage
     Loans, market discount) or premium accrued or amortized through the end
     of such calendar quarter with respect to each related Class of regular or
     residual interests created


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<PAGE>


     hereunder and to the Mortgage Loans, together with each constant yield to
     maturity used in computing the same;

              (5) The treatment of losses realized with respect to the
     Mortgage Loans or the regular interests created hereunder, including the
     timing and amount of any cancellation of indebtedness income of the
     related REMIC with respect to such regular interests or bad debt
     deductions claimed with respect to the Mortgage Loans;

              (6) The amount and timing of any non-interest expenses of the
     related REMIC; and

              (7) Any taxes (including penalties and interest) imposed on the
     related REMIC, including, without limitation, taxes on "prohibited
     transactions," "contributions" or "net income from foreclosure property"
     or state or local income or franchise taxes.

         The information pursuant to clauses (1), (2), (3) and (4) above shall
be provided by the Depositor pursuant to Section 8.11.

         Section 4.06 [Reserved].

         Section 4.07 Carryover Reserve Fund.

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

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

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

         Section 4.08 [Reserved]

         Section 4.09 Swap Trust, Swap Account and Final Maturity Reserve
                      Fund.

         (a) 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


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<PAGE>


CWABS, Inc., Asset-Backed Certificates, Series 2006-12." 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)(ii), 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.

         (b) On the Closing Date, the Swap Trustee shall establish and
maintain in its name, in trust for the benefit of the Holders of the
Adjustable Rate Certificates, the Final Maturity Reserve Fund and shall
deposit $1,000 into the fund upon receipt from or on behalf of the Depositor
of such amount. The Final Maturity 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. The Final Maturity
Reserve Fund will not constitute an asset of the Trust Fund or any REMIC
created hereunder.

         On each Distribution Date beginning on the Distribution Date in July
2016, if the aggregate Stated Principal Balance of the Mortgage Loans, as of
the Due Date occurring in the month preceding the month of that Distribution
Date (after giving effect to Principal Prepayments in the Prepayment Period
related to that prior Due Date), having an original term to maturity of 40
years is greater than the amount specified in the 40-Year Collateral Table in
the Prospectus Supplement for such Distribution Date, the Required Deposit for
such Distribution Date will be deposited in the Final Maturity Reserve Fund
pursuant to Section 4.04(a)(i) until the amount on deposit in the Final
Maturity Reserve Fund is equal to the Final Maturity Funding Cap for such
Distribution Date.

         The Trustee shall make withdrawals from the Final Maturity Reserve
Fund to make distributions pursuant to Section 4.04(i)exclusively (other than
as expressly provided for in Section 3.08).

         Funds in the Final Maturity Reserve Fund may be invested in Permitted
Investments at the direction of the Holders 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


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Investment is an obligation of the institution that maintains the Final
Maturity Reserve Fund, 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 Swap
Trustee, for the benefit of the Holders of the Certificates. In the absence of
such written direction, all funds in the Final Maturity Reserve Fund shall be
invested by the Swap Trustee in The Bank of New York cash reserves. Any net
investment earnings on such amounts shall be retained therein until withdrawn
as provided in Section 3.08. Any losses incurred in the Final Maturity Reserve
Fund in respect of any such investments shall be charged against amounts on
deposit in the Final Maturity Reserve Fund (or such investments) immediately
as realized. The Swap 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 Final Maturity Reserve Fund and made in accordance with this Section 4.09.

         The Swap Trustee shall withdraw funds from the Final Maturity Reserve
Fund for distribution to the Adjustable Rate Certificates in the manner
specified in Section 4.04(i)(and to withhold from the amounts so withdrawn the
amount of any taxes that it is authorized to retain pursuant to the last
paragraph of Section 8.11). In addition, the Swap Trustee may from time to
time make withdrawals from the Final Maturity Reserve Fund for the following
purposes:

         (i) to withdraw any amount deposited in the Final Maturity Reserve
Fund and not required to be deposited therein; and

         (ii) to clear and terminate the Final Maturity Reserve Fund upon the
termination of this Agreement pursuant to Section 9.01.


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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-15, 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:

                                   Integral Multiples in  Original Certificate
Class       Minimum Denomination     Excess of Minimum      Principal Balance
--------------------------------------------------------------------------------
 1-A               $20,000                  $1                $492,030,000
2-A-1              $20,000                  $1                $298,685,000
2-A-2              $20,000                  $1                $184,147,000
2-A-3              $20,000                  $1                 $40,438,000
 M-1               $20,000                  $1                 $52,000,000
 M-2               $20,000                  $1                 $46,800,000
 M-3               $20,000                  $1                 $28,600,000
 M-4               $20,000                  $1                 $26,000,000
 M-5               $20,000                  $1                 $24,050,000
 M-6               $20,000                  $1                 $23,400,000
 M-7               $20,000                  $1                 $21,450,000
 M-8               $20,000                  $1                 $19,500,000
  B                $20,000                  $1                 $15,600,000
 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 form set forth in Exhibit J-2 (the "Transferor
Certificate") and (i) deliver a letter in substantially the form of either
Exhibit K (in the case of the Class P and Class C Certificates only) (the
"Investment Letter") or Exhibit L (in the case of any Private Certificate)
(the "Rule 144A Letter") or (ii) there shall be delivered to the Trustee at
the expense of the Certificateholder desiring to effect such transfer an
Opinion of Counsel that such Transfer may be made pursuant to an exemption
from the Securities Act; provided, however, that in the case of the delivery
of an Investment Letter in connection with the transfer of any Class C or
Class P Certificate to a transferee that is formed with the purpose of issuing
notes backed by such Class C or Class P Certificate, as the case may be,
clause (b) and


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(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 or on
behalf of an employee benefit plan subject to Section 406 of ERISA or a plan
subject to


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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.

         Until the Swap Trust terminates, 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 Ownership Interest in a Class A-R Certificate may be registered or
         transferred, and the


                                     125
<PAGE>


         Trustee shall not register the Transfer of any Class A-R
         Certificate, unless the Trustee shall have been furnished with a
         certificate (a "Transferor Certificate") of the transferor in the
         form attached hereto as Exhibit J-1 and 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


                                     127
<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.


                                     128
<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 any 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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<PAGE>



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

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

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

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

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

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

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

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

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


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

     Section 6.04 Limitation on Resignation of Master Servicer.

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


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

         Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

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

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

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

         Section 7.01 Events of Default.

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

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

                 (2) any failure by the Master Servicer to observe or perform
         in any material respect any other of the covenants or agreements on
         the part of the Master Servicer contained in this Agreement (except
         with respect to a failure related to a Limited Exchange Act Reporting
         Obligation) or any representation or warranty shall prove to be
         untrue, which failure or breach shall continue unremedied for a
         period of 60 days after the date on which written notice of such
         failure shall have been given to the Master Servicer by the Trustee,
         the NIM Insurer or the Depositor, or to the Trustee by the 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 third 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 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 but excluding the Final Maturity Reserve
Fund, 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 but
excluding the Final Maturity Reserve Fund, 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 but
excluding the Final Maturity Reserve Fund, 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 $2,580,000. Any differences in
the distributions to a Certificate holder (positive or negative) that would
result from the application of the Strip REMIC Cap rather than the applicable
Net Rate Cap shall be treated by the Trustee as reconciled among the
Certificates by swap payments made pursuant to notional principal contracts
entered into among the Certificateholders

         The Trustee shall also treat any amount payable to a Class C
Certificate with respect to the STR-C-OC Interest as deposited into the
Carryover Reserve Fund. To the extent the amount payable with respect to the
Swap Contract exceeds the amount payable with respect to the Class C
Certificates, 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.

         The Trustee shall treat the Final Maturity Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is
owned by the Holders of the Class C Certificates, and that is not an asset of
any REMIC created hereunder. The Trustee shall treat the rights of the holders
of the Adjustable Rate Certificates to receive payments from the Final
Maturity Reserve Fund as rights in forward purchase contracts entered into
with the Holders of the Class C Certificates. The Trustee shall treat any
monies set aside in the Final Maturity Reserve Fund beginning on the
Distribution Date in July 2016 as paid first to the Class C Certificates, then
deposited in the Final Maturity Reserve Fund. Any monies received by the
Holders of the Adjustable Rate Certificates from the Final Maturity Reserve
Fund will be treated as monies paid by the Holders of the Class C Certificates
to acquire the Adjustable Rate Certificates receiving such monies. Thus, the
Adjustable Rate Certificates and the Class C Certificates shall be treated as
representing ownership of not only a Master REMIC regular interest, but also
ownership of an interest in a forward purchase contract.


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         Section 8.12 [Reserved].

         Section 8.13 Access to Records of the Trustee.

         The Trustee shall afford the Sellers, the Depositor, the Master
Servicer, the NIM Insurer and each Certificate Owner upon reasonable notice
during normal business hours access to all records maintained by the Trustee
in respect of its duties under this Agreement and access to officers of the
Trustee responsible for performing its duties. Upon request, the Trustee shall
furnish the Depositor, the Master Servicer, the NIM Insurer and any requesting
Certificate Owner with its most recent financial statements. The Trustee shall
cooperate fully with the Sellers, the Master Servicer, the Depositor, the NIM
Insurer and the Certificate Owner for review and copying any books, documents,
or records requested with respect to the Trustee's duties under this
Agreement. The Sellers, the Depositor, the Master Servicer and the Certificate
Owner shall not have any responsibility or liability for any action for
failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.

         Section 8.14 Suits for Enforcement.

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

                                  ARTICLE IX.
                                  TERMINATION

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

         Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Sellers and the Trustee created hereby shall terminate upon the earlier of (a)
the purchase by the Master Servicer or NIM Insurer (the party exercising such
purchase option, the "Terminator") of all of the Mortgage Loans (and REO
Properties) remaining in the Trust Fund at the price equal to the sum of (i)
100% of the Stated Principal Balance of each Mortgage Loan in the Trust Fund
(other than in respect of an REO Property), (ii) accrued interest thereon at
the applicable Mortgage Rate (or, if such repurchase is effected by the Master
Servicer, at the applicable Net Mortgage Rate), (iii) the appraised value of
any REO Property in the Trust Fund (up to the Stated Principal Balance of the
related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Terminator and the Trustee, (iv) any remaining
unpaid costs and damages incurred by the Trust Fund that arises out of an
actual violation of any predatory or abusive lending law or regulation and (v)
if


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the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and
the principal portion of any unreimbursed Advances, made on the Mortgage Loans
prior to the exercise of such repurchase and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to related Certificateholders of all
amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date hereof and (ii) the
Latest Possible Maturity Date.

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

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

         The Swap Trust shall terminate on the earlier of (i) the reduction of
the aggregate Certificate Principal Balance of the Interest-Bearing
Certificates to zero and (ii) 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


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

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

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

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

Section 9.03 Additional Termination Requirements.

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



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REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

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

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

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

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

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

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

         Section 10.01 Amendment.

         This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Sellers and the Trustee with the consent of the NIM
Insurer, without the consent of any of the Certificateholders (i) to cure any
ambiguity, (ii) to correct or supplement any provisions herein, (iii) to
conform this Agreement to the Prospectus Supplement or the Prospectus, (iv) to
modify, alter, amend, add to or rescind any of the terms or provisions
contained in this Agreement to comply with any rules or regulations
promulgated by the Securities and Exchange Commission from time to time, or
(v) to make such other provisions with respect to matters or questions arising
under this Agreement, as shall not be inconsistent


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with any other provisions herein if such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder; provided that any such amendment shall be deemed not to
adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of the respective ratings then assigned to the Certificates, it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely
affect in any material respect the interests of the Certificateholders.
Notwithstanding the foregoing, no amendment that significantly changes the
permitted activities of the trust created by this Agreement may be made
without the consent of Certificateholders representing not less than 51% of
the Voting Rights of each Class of Certificates affected by such amendment.
Each party to this Agreement hereby agrees that it will cooperate with each
other party in amending this Agreement pursuant to clause (iv) above.

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

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

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


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

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

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

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

         Section 10.02 Recordation of Agreement; Counterparts.

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

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

         Section 10.03 Governing Law.

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


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         Section 10.04 Intention of Parties.

         (a) It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title
insurance policies and any modifications, extensions and/or assumption
agreements and private mortgage insurance policies relating to the Mortgage
Loans by the Depositor to the Trustee be, and be construed as, an absolute
sale thereof to the Trustee. It is, further, not the intention of the parties
that such conveyance be deemed a pledge thereof by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the
parties, such assets are held to be the property of the Depositor, or if for
any other reason this Agreement or any Subsequent Transfer Agreement is held
or deemed to create a security interest in such assets, then (i) this
Agreement shall be deemed to be a security agreement (within the meaning of
the Uniform Commercial Code of the State of New York) with respect to all such
assets and security interests and (ii) the conveyance provided for in this
Agreement and any Subsequent Transfer Agreement shall be deemed to be an
assignment and a grant pursuant to the terms of this Agreement by the
Depositor to the Trustee, for the benefit of the Certificateholders and the
Swap Counterparty, of a security interest in all of the assets that constitute
the Trust Fund, whether now owned or hereafter acquired.

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

         (b) The Depositor hereby represents that:

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

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

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

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



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

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

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

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

         Section 10.05 Notices.

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

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

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

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

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

            (5) The final payment to Certificateholders.

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

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


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

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

         (c) All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: David A. Spector, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,
Attention: Paul Liu, or such other address as may be hereafter furnished to
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;
(v) in the case of 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 2006-12, 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, Swiss Re Financial Products
Corporation, 55 East 52nd Street, New York, 10055, Attention: Derivatives
Documentation, facsimile number 212-317-5448, 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.


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         Section 10.07 Assignment.

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

         Section 10.08 Limitation on Rights of Certificateholders.

         The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

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

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

         Section 10.09 Inspection and Audit Rights.

         The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor, any Seller, the NIM Insurer or the
Trustee during the Master Servicer's normal business hours, to examine all the
books of account, records, reports and other


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

         Section 10.10 Certificates Nonassessable and Fully Paid.

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

         Section 10.11 Rights of NIM Insurer.

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

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

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

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

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

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

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



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

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


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                                 ARTICLE XI.
                            EXCHANGE ACT REPORTING

         Section 11.01 Filing Obligations.

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

         Section 11.02 Form 10-D Filings.

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

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



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information provided by the Master Servicer) as is reasonably required to
facilitate preparation of distribution reports in accordance with Item 1121 of
Regulation AB. Such information shall be provided concurrently with the
Remittance Reports in the case of the Master Servicer and the Monthly
Statement in the case of the Trustee, commencing with the first such report
due not less than five Business Days following such request.

         (c) The Trustee shall not have any responsibility to file any items
(other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are
readily convertible to such format). The Trustee shall have no liability to
the Certificateholders, the Trust Fund, the Master Servicer, the Depositor or
the NIM Insurer with respect to any failure to properly prepare or file any of
Form 10-D to the extent that such failure is not the result of any negligence,
bad faith or willful misconduct on its part.

         Section 11.03 Form 8-K Filings.

         The Master Servicer shall prepare and file on behalf of the Trust
Fund any Form 8-K required by the Exchange Act. Each Form 8-K must be signed
by the Master Servicer. Each of the Master Servicer (and the Master Servicer
shall cause any Subservicer to promptly notify) and the Trustee shall promptly
notify the Depositor and the Master Servicer (if the notifying party is not
the Master Servicer), but in no event later than one (1) Business Day after
its occurrence, of any Reportable Event of which it has actual knowledge. Each
Person shall be deemed to have actual knowledge of any such event to the
extent that it relates to such Person or any action or failure to act by such
Person. Concurrently with any Subsequent Transfer, CHL shall notify the
Depositor and the Master Servicer, if any material pool characteristic of the
actual asset pool at the time of issuance of the Certificates differs by 5% or
more (other than as a result of the pool assets converting into cash in
accordance with their terms) from the description of the asset pool in the
Prospectus Supplement.

         Section 11.04 Form 10-K Filings.

         Prior to March 30th of each year, commencing in 2007 (or such earlier
date as may be required by the Exchange Act), the Depositor shall prepare and
file on behalf of the Trust Fund a Form 10-K, in form and substance as
required by the Exchange Act. A senior officer in charge of the servicing
function of the Master Servicer shall sign each Form 10-K filed on behalf of
the Trust Fund. Such Form 10-K shall include as exhibits each (i) annual
compliance statement described under Section 3.17, (ii) annual report on
assessments of compliance with servicing criteria described under Section
11.07 and (iii) accountant's report described under Section 11.07. Each Form
10-K shall also include any Sarbanes-Oxley Certification required to be
included therewith, as described in Section 11.05.

         If the Item 1119 Parties listed on Exhibit Z have changed since the
Closing Date, no later than March 1 of each year, the Master Servicer shall
provide each of the Master Servicer (and the Master Servicer shall provide any
Subservicer) and the Trustee with an updated Exhibit Z setting forth the Item
1119 Parties. No later than March 15 of each year, commencing in 2007, the
Master Servicer and the Trustee shall notify (and the Master Servicer shall
cause any



                                     160
<PAGE>

Subservicer to notify) the Depositor and the Master Servicer of any
Form 10-K Disclosure Item, together with a description of any such Form 10-K
Disclosure Item in form and substance reasonably acceptable to the Depositor.
Additionally, each of the Master Servicer and the Trustee shall provide, and
shall cause each Reporting Subcontractor retained by the Master Servicer or
the Trustee, as applicable, and in the case of the Master Servicer shall cause
each Subservicer, to provide, the following information no later than March 15
of each year in which a Form 10-K is required to be filed on behalf of the
Trust Fund: (i) if such Person's report on assessment of compliance with
servicing criteria described under Section 11.07 or related registered public
accounting firm attestation report described under Section 11.07 identifies
any material instance of noncompliance, notification of such instance of
noncompliance and (ii) if any such Person's report on assessment of compliance
with servicing criteria or related registered public accounting firm
attestation report is not provided to be filed as an exhibit to such Form
10-K, information detailing the explanation why such report is not included.

         Section 11.05 Sarbanes-Oxley Certification.

         Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff)). No later than March 15 of
each year, beginning in 2007, the Master Servicer and the Trustee shall
(unless such person is the Certifying Person), and the Master Servicer shall
cause each Subservicer and each Reporting Subcontractor and the Trustee shall
cause each Reporting Subcontractor to, provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person") a certification (each,
a "Performance Certification"), in the form attached hereto as Exhibit X-1 (in
the case of a Subservicer or any Reporting Subcontractor of the Master
Servicer or a Subservicer) and Exhibit X-2 (in the case of the Trustee or any
Reporting Subcontractor of the Trustee), on which the Certifying Person, the
entity for which the Certifying Person acts as an officer, and such entity's
officers, directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") can reasonably rely. The senior officer in charge of
the servicing function of the Master Servicer shall serve as the Certifying
Person on behalf of the Trust Fund. Neither the Master Servicer nor the
Depositor will request delivery of a certification under this clause unless
the Depositor is required under the Exchange Act to file an annual report on
Form 10-K with respect to the Trust Fund. In the event that prior to the
filing date of the Form 10-K in March of each year, the Trustee or the
Depositor has actual knowledge of information material to the Sarbanes-Oxley
Certification, the Trustee or the Depositor, as the case may be, shall
promptly notify the Master Servicer and the Depositor. The respective parties
hereto agree to cooperate with all reasonable requests made by any Certifying
Person or Certification Party in connection with such Person's attempt to
conduct any due diligence that such Person reasonably believes to be
appropriate in order to allow it to deliver any Sarbanes-Oxley Certification
or portion thereof with respect to the Trust Fund.

         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.



                                     161
<PAGE>

         Section 11.07 Report on Assessment of Compliance and Attestation.

         (a) On or before March 15 of each calendar year, commencing in 2007:

            (1) Each of the Master Servicer and the Trustee shall deliver to
      the Depositor and the Master Servicer a report (in form and substance
      reasonably satisfactory to the Depositor) regarding the Master
      Servicer's or the Trustee's, as applicable, assessment of compliance
      with the Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
      Item 1122 of Regulation AB. Such report shall be signed by an authorized
      officer of such Person and shall address each of the Servicing Criteria
      specified on a certification substantially in the form of Exhibit W
      hereto delivered to the Depositor concurrently with the execution of
      this Agreement. To the extent any of the Servicing Criteria are not
      applicable to such Person, with respect to asset-backed securities
      transactions taken as a whole involving such Person and that are backed
      by the same asset type backing the Certificates, such report shall
      include such a statement to that effect. The Depositor and the Master
      Servicer, and each of their respective officers and directors shall be
      entitled to rely on upon each such servicing criteria assessment.

            (2) Each of the Master Servicer and the Trustee shall deliver to
      the Depositor and the Master Servicer a report of a registered public
      accounting firm reasonably acceptable to the Depositor that attests to,
      and reports on, the assessment of compliance made by Master Servicer or
      the Trustee, as applicable, and delivered pursuant to the preceding
      paragraphs. Such attestation shall be in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
      the Exchange Act, including, without limitation that in the event that
      an overall opinion cannot be expressed, such registered public
      accounting firm shall state in such report why it was unable to express
      such an opinion. Such report must be available for general use and not
      contain restricted use language. To the extent any of the Servicing
      Criteria are not applicable to such Person, with respect to asset-backed
      securities transactions taken as a whole involving such Person and that
      are backed by the same asset type backing the Certificates, such report
      shall include such a statement that that effect.

            (3) The Master Servicer shall cause each Subservicer and each
      Reporting Subcontractor to deliver to the Depositor an assessment of
      compliance and accountant's attestation as and when provided in
      paragraphs (a) and (b) of this Section 11.07.

            (4) The Trustee shall cause each Reporting Subcontractor to
      deliver to the Depositor and the Master Servicer an assessment of
      compliance and accountant's attestation as and when provided in
      paragraphs (a) and (b) of this Section.

            (5) The Master Servicer and the Trustee shall execute (and the
      Master Servicer shall cause each Subservicer to execute, and the Master
      Servicer and the Trustee shall cause each Reporting Subcontractor to
      execute) a reliance certificate to enable the Certification Parties to
      rely upon each (i) annual compliance statement provided pursuant to
      Section 3.17, (ii) annual report on assessments of compliance with
      servicing criteria


                                     162
<PAGE>

      provided pursuant to this Section 11.07 and (iii) accountant's report
      provided pursuant to this Section 11.07 and shall include a
      certification that each such annual compliance statement or report
      discloses any deficiencies or defaults described to the registered
      public accountants of such Person to enable such accountants to render
      the certificates provided for in this Section 11.07.

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

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

         Section 11.08 Use of Subservicers and Subcontractors.

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

         (b) It shall not be necessary for the Master Servicer, any
Subservicer or the Trustee to seek the consent of the Depositor or any other
party hereto to the utilization of any Subcontractor. The Master Servicer or
the Trustee, as applicable, shall promptly upon request provide to the
Depositor (or any designee of the Depositor, such as the Master Servicer or
administrator) a written description (in form and substance satisfactory to
the Depositor) of the role and function of each Subcontractor utilized by such
Person (or in the case of the Master


                                     163
<PAGE>

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.


                                     164
<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:
                                     -------------------------------------------
                                     Name:   Darren Bigby
                                     Title:  Vice President


                                 COUNTRYWIDE HOME LOANS, INC.,
                                     as a Seller


                                 By:
                                     -------------------------------------------
                                     Name:   Darren Bigby
                                     Title:  Senior Vice President



                                 PARK MONACO INC.,
                                     as a Seller


                                 By:
                                     -------------------------------------------
                                     Name:   Darren Bigby
                                     Title:  Vice President



                                 PARK SIENNA LLC,
                                     as a Seller


                                 By:
                                     -------------------------------------------
                                     Name:   Darren Bigby
                                     Title:  Assistant Vice President


<PAGE>





                                 COUNTRYWIDE HOME LOANS SERVICING LP,
                                     as Master Servicer

                                 By: COUNTRYWIDE GP, INC.


                                 By:
                                     -------------------------------------------
                                     Name:   Darren Bigby
                                     Title:  Senior Vice President


                                 THE BANK OF NEW YORK,
                                 as Trustee


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


<PAGE>



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




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

<PAGE>



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

         On this ____ day of June, 2006, before me, a notary public in and for
said State, appeared Darren Bigby, 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.

                                        ________________________________________
                                                      Notary Public


[Notarial Seal]


<PAGE>




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

         On this ____ day of June, 2006, before me, a notary public in and for
said State, appeared Darren Bigby, 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.


                                        ________________________________________
                                                      Notary Public


[Notarial Seal]


<PAGE>




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

         On this ____ day of June, 2006, before me, a notary public in and for
said State, appeared Darren Bigby, 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.


                                        ________________________________________
                                                      Notary Public


[Notarial Seal]


<PAGE>



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

         On this ____ day of June, 2006, before me, a notary public in and for
said State, appeared Darren Bigby, 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.


                                        ________________________________________
                                                      Notary Public


[Notarial Seal]


<PAGE>



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


         On this ____ day of June, 2006, before me, a notary public in and for
said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be an Assistant Vice President of Park Sienna LLC,
one of the entities that executed the within instrument, and also known to me
to be the person who executed it on behalf of such entity and acknowledged to
me that such entity executed the within instrument.

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


                                        ________________________________________
                                                      Notary Public


[Notarial Seal]


<PAGE>


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


         On this ____ day of June, 2006 before me, a notary public in and for
said State, appeared _________________, personally known to me on the basis of
satisfactory evidence to be a ____________ 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.


                                        ________________________________________
                                                      Notary Public


[Notarial Seal]


<PAGE>



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

         On this ____ day of June, 2006 before me, a notary public in and for
said State, appeared ______________, personally known to me on the basis of
satisfactory evidence to be a _____________ 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.


                                        ________________________________________
                                                      Notary Public


[Notarial Seal]


<PAGE>





                                                                  Exhibits A-1
                                                                  through A-15

                        [Exhibits A-1 through A-15 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 2006-12
              -----------------------------------------------

Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 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 2006-12
              -----------------------------------------------

Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 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 2006-12, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of June 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 2006-12
              -----------------------------------------------

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 June 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 2006-12, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of June 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 2006-12
              -----------------------------------------------

Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 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 2006-12
              -----------------------------------------------

Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 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 2006-12, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of June 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 June 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 2006-12
                 ----------------------------

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 June 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 2006-12, 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 June 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 2006-12, 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 June 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 2006-12, 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 June 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 2006-12, 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 June 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 2006-12

__________________________________________ 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 June 1, 2006 (the "Pooling
and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed
Certificates, Series 2006-12 (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 2006-12

                                                          [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
June 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



                                     W-1
<PAGE>


<TABLE>
<CAPTION>

<S>                                             <C>                                                   <C>

             THE                                                                                      Distribution Date:  __/__/__
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]
</TABLE>


<TABLE>
<CAPTION>



                                          Certificateholder Monthly Distribution Summary

----------------------------------------------------------------------------------------------------------------------------------
                                 Class    Certificate     Beginning     Pass Through       Principal       Interest          Total
   Class        Cusip      Description      Rate Type       Balance         Rate (%)    Distribution   Distribution   Distribution
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>        <C>            <C>            <C>            <C>            <C>            <C>            <C>










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











---------------------------------------------------------------------------------------------------------------------------------
  Totals
---------------------------------------------------------------------------------------------------------------------------------


<CAPTION>

------------------------------------------------------------------
                                                       Cumulative
                          Current                        Realized
   Class          Realized Losses     Ending Balance       Losses
------------------------------------------------------------------
<S>             <C>                    <C>              <C>










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










------------------------------------------------------------------
  Totals
------------------------------------------------------------------


</TABLE>


                                                               W-2
<PAGE>


<TABLE>
<CAPTION>


<S>                                             <C>                                                   <C>
             THE                                                                                      Distribution Date:  __/__/__
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]
</TABLE>


<TABLE>
<CAPTION>

                                                   Principal Distribution Detail

-----------------------------------------------------------------------------------------------------------------------------------
                               Original       Beginning       Scheduled              Net      Current          Ending        Ending
                            Certificate     Certificate       Principal        Principal     Realized     Certificate   Certificate
   Class        Cusip           Balance         Balance    Distribution     Distribution       Losses         Balance        Factor
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>             <C>            <C>              <C>              <C>          <C>           <C>










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










-----------------------------------------------------------------------------------------------------------------------------------
  Totals
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>



                                                               W-3
<PAGE>


<TABLE>
<CAPTION>

<S>                                             <C>                                                   <C>

             THE                                                                                      Distribution Date:  __/__/__
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]
</TABLE>


<TABLE>
<CAPTION>

                                                   Interest Distribution Detail

---------------------------------------------------------------------------------------------------------------------------------
                 Beginning                                          Interest         Total       Net Rate
               Certificate     Pass Through        Current      Carryforward      Interest      Carryover       Interest
   Class          Balance          Rate (%)       Interest            Amount           Due           Paid           Paid
---------------------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>                <C>           <C>               <C>           <C>             <C>










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











---------------------------------------------------------------------------------------------------------------------------------
  Totals
---------------------------------------------------------------------------------------------------------------------------------


<CAPTION>


----------------------------------------------------------------
                         Interest           Net Rate
                      Carryforward         Carryover
   Class                After Dist.       After Dist.
----------------------------------------------------------------
<S>                   <C>                 <C>









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










----------------------------------------------------------------
  Totals
----------------------------------------------------------------

</TABLE>



                                                               W-4
<PAGE>


<TABLE>
<CAPTION>

<S>                                             <C>                                                   <C>
             THE                                                                                      Distribution Date:  __/__/__
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

                                                    Current Payment Information
                                                        Factors per $1,000

----------------------------------------------------------------------------------------------------------------------------------
                                Original          Beginning                                                 Ending          Pass
                             Certificate        Certificate          Principal          Interest       Certificate       Through
    Class       Cusip            Balance            Balance       Distribution      Distribution           Balance      Rate (%)
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>                <C>               <C>               <C>                 <C>             <C>










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










----------------------------------------------------------------------------------------------------------------------------------
   Totals
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                                               W-5
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>




Pool Level Data

Distribution Date                                                    __/__/____
Cut-off Date                                                           __/__/__
Record Date                                                            __/__/__
Determination Date                                                     __/__/__
LIBOR Determination Date                                               __/__/__
Accrual Period 30/360                         Begin                    __/__/__
                                              End                      __/__/__
Number of Days in 30/360 Accrual Period                                      __

Accrual Period Actual Days                    Begin                    __/__/__
                                              End                      __/__/__
Number of Days in Actual Accrual Period                                      __


-------------------------------------------------------------------------------
                       Additional Interest Rate Details
-------------------------------------------------------------------------------

     Libor Rate
     [____] Net Rate Cap
     [____] Net Rate Cap
     [____] Net Rate Cap



-------------------------------------------------------------------------------
                               Prefunding Detail

                                       Group [_]         Group [_]        Total
                                       ---------         ---------        -----

    Target Funding Balance
    Initial Funded Balance
    Initial Unfunded Balance


    Initial Unfunded Amounts are passed through as Principal.



                                     W-6
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

    Original Mortgage Details


----------------------------------------------------------------------------------------------------------------------------------
                                                                        Group [_]           Group [_]
                                                                        ---------           ---------
<S>                                                                     <C>                 <C>                   <C>
    Original Aggregate Loan Count
    Original Stated Principal Balance
    Original Weighted Average Mortgage Rate
    Original Weighted Average Net Mortgage Rate
    Original Weighted Average Remaining Term



----------------------------------------------------------------------------------------------------------------------------------
                                                         Collateral Detail
----------------------------------------------------------------------------------------------------------------------------------


                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----
    Cut-Off Date Balance of Pool

    Beginning Aggregate Loan Count
    Loans Paid Off or otherwise removed pursuant to the PSA
    Ending Aggregate Loan Count

    Beginning Pool Stated Principal Balance
    Scheduled Principal
    Unscheduled Principal
    Realized Principal Losses
    Ending Pool Stated Principal Balance

    Beginning Weighted Average Mortgage Rate
    Beginning Weighted Average Net Mortgage Rate

    Beginning Weighted Average Remaining Term to Maturity
    Ending Weighted Average Remaining Term to Maturity


</TABLE>


                                                                W-7
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                    Servicer Remittance Summary
----------------------------------------------------------------------------------------------------------------------------------

    Interest Remittance Amount

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----
<S>                                                                     <C>                 <C>                      <C>

    Scheduled Interest less Servicing Fees
    Compensating Interest
    Liquidation Interest Proceeds
    Less:  Non-Recoverable Interest Advances
    Total Interest Remittance Amount

    Principal Remittance Amount

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----

    Scheduled Principal
    Curtailment Principal
    Paid in Full Principal
    Repurchased Principal
    Liquidation Principal
    Substitution Shortfall Principal
    Subsequent Recoveries
    Less:  Non-Recoverable Principal Advances relating to
           Principal
    Total Principal Remittance Amount


    Total Principal and Interest Remittance

</TABLE>



                                                               W-8
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                       Distributable Amounts
----------------------------------------------------------------------------------------------------------------------------------

    Principal Distribution Amount

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----
<S>                                                                     <C>                 <C>                      <C>

    Principal Remittance Amount
    Extra Principal Distribution Amount
    Transfer from Prefunding Account Month 1
    Principal Distribution Amount

    Interest Funds

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----

    Interest Remittance
    Less:  Trustee Fee
    Interest Funds


----------------------------------------------------------------------------------------------------------------------------------
                                                               Servicer Advances
----------------------------------------------------------------------------------------------------------------------------------

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----

    Principal Advances
    Interest Advances
    Reimbursement for Principal & Interest Advances
    Reimbursement for Nonrecoverable Advances
    Total Advances


</TABLE>


                                                               W-9
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                         Fees of the Trust
----------------------------------------------------------------------------------------------------------------------------------
                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----
<S>                                                                     <C>                 <C>                      <C>

    Gross Master Servicing Fee
    Net Master Servicing Fee
    Trustee Fee
    Total Net Loan Fees


----------------------------------------------------------------------------------------------------------------------------------
                                                    Mortgage Prepayment Details
----------------------------------------------------------------------------------------------------------------------------------

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----

    Principal Balance of Loans Paid in Full
    Prepayment Interest Excess
    Prepayment Interest Shortfall
    Compensating Interest
    Non-Supported Prepayment Interest Shortfall
    Prepayment Charges
    CPR %
    SMM %


----------------------------------------------------------------------------------------------------------------------------------
                                                               Loan Substitution
----------------------------------------------------------------------------------------------------------------------------------

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----

    Aggregate Stated of Principal Balances Removed
    Aggregate Stated of Principal Balance Added
    Aggregate Principal Substitution Shortfall Amount

</TABLE>



                                                               W-10
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                          Trust Accounts
----------------------------------------------------------------------------------------------------------------------------------
                Certificate Account

                                                                        Group [_]           Group [_]                Total
                                                                        ---------           ---------                -----
<S>             <C>                                                     <C>                 <C>                      <C>

                Beginning Balance

Deposits        Principal Remittance
                Interest Remittance
                Prepayment Charges
                Total Deposits

Withdrawals     To the Master Servicer, any unpaid or unreimbursed
                  Amounts
                To the Seller, any unpaid or unreimbursed Amounts
                To the Depositor, any unpaid or reimbursed Amounts
                To Terminate the Account To the Distribution
                  Account

                Ending  Balance

                Distribution Account

                Beginning Balance

Deposits        From the Certificate Account
                Investment Income
                Total Deposit

Withdrawals     To the trustee, the Trustee Fee
                Payment of Prepayment Penalties to P Classes
                Principal and Interest Payments
                To Terminate the Distribution Account
                Total Withdrawals

                Ending Balance

</TABLE>



                                                               W-11
<PAGE>



<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


                 Carryover Reserve Account

                 Beginning Balance

Deposits         [Class [__] Corridor Contract]
                 [________] Excess Cashflow, to pay shortfalls
                 [________] Excess Cashflow, to pay shortfalls

Withdrawals      [From [__] Corridor, to the [__] Class]
                 [From [__] Corridor, to the [__] Class]
                 [Reinvestment Income from [__] Corridor, to Class [__]

                 Ending Balance

                 NRC Payments to Classes are Detailed in the Interest
                 Summary

                 Principal Reserve Account

Deposits         Beginning Principal Reserve Balance
                 Deposits

Withdrawals      To Classes [__], [__], & AR
                 Ending Principal Reserve Balance



                                                               W-12
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>



                Credit Comeback Excess Account

Deposits        Beginning Balance
                Credit Comeback Excess Amount

Withdrawals     To the [__] Classes
                To the [__] Class, to restore Overcollateralization To
                the [__] Classes, to cover Unpaid Realized Losses To the
                [__] Class, interest income and leftover amounts Ending
                Balance

                Supplemental Prefunding Account

                Beginning Balance
                Deposits
                Withdrawals
                Ending Balance




                                                               W-13
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                            Loan Status
----------------------------------------------------------------------------------------------------------------------------------

                  Delinquency Information

---------------------------------------------------------------------------------------------------------------------
                                 30-59 Days                                            60-89 Days
                -----------------------------------------------     -------------------------------------------------
                Count       Count %      Balance      Balance %      Count       Count %       Balance     Balance %
---------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>          <C>          <C>            <C>         <C>           <C>         <C>
  Group [_]
  Group [_]


---------------------------------------------------------------------------------------------------------------------
   Total
---------------------------------------------------------------------------------------------------------------------


<CAPTION>

----------------------------------------------------------------
                                 90+ Days
               -------------------------------------------------
                Count       Count %      Balance      Balance %
----------------------------------------------------------------
<S>             <C>         <C>          <C>          <C>

  Group [_]
  Group [_]


----------------------------------------------------------------
   Total
----------------------------------------------------------------

</TABLE>



<TABLE>
<CAPTION>



---------------------------------------------------------------------------------------------------------------------
                                 Foreclosure                                           Bankruptcy
                -----------------------------------------------     -------------------------------------------------
                Count       Count %      Balance      Balance %      Count       Count %       Balance     Balance %
---------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>          <C>          <C>            <C>         <C>           <C>         <C>
  Group [_]
  Group [_]


---------------------------------------------------------------------------------------------------------------------
   Total
---------------------------------------------------------------------------------------------------------------------


<CAPTION>

----------------------------------------------------------------
                                   REO
               -------------------------------------------------
                Count       Count %      Balance      Balance %
----------------------------------------------------------------
<S>             <C>         <C>          <C>          <C>
  Group [_]
  Group [_]


----------------------------------------------------------------
   Total
----------------------------------------------------------------

</TABLE>


                                                               W-14
<PAGE>

<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                       Realized Loss Detail
----------------------------------------------------------------------------------------------------------------------------------

                                                                      Group [_]              Group [_]                  Total
                                                                      ---------              ---------                  -----

<S>                                                                   <C>                    <C>                        <C>
    Current Period Realized Losses
    Cumulative Realized Losses
    Total Liquidated Loan Balance
    Total Liquidated Proceeds
    Subsequent Recoveries

</TABLE>

<TABLE>
<CAPTION>


    Group                       Loan ID                     Liquidation Balance        Liquidation Proceeds        Realized Loss
    -----                       -------                     -------------------        --------------------        -------------
<S>                             <C>                         <C>                        <C>                         <C>

    Group [_]

    Group [_]

</TABLE>



                                                               W-15
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>

<TABLE>
<CAPTION>


    Overcollateralization Details

                                                                        Group [_]             Group [_]                 Total
                                                                        ---------             ---------                 -----
<S>                                                                     <C>                   <C>                       <C>
    OC Amount Beginning
    OC Floor
    OC Target Amount
    OC Deficiency Amount Beginning
    Excess Cashflow
    Credit Comeback Excess Cashflow
    Extra Principal Distribution Amount
    OC Amount Ending
    OC Deficiency Amount Ending
    Ending Group Certificate Balances

    Trigger Events

                                                                        Group [_]             Group [_]
                                                                        ---------             ---------

    Rolling Sixty-Day Delinq Rate
    Passing Delinquency Test?
    Cumulative Loss Rate
    Passing Cumulative Loss Test?
    Trigger Event
    Stepdown Date

</TABLE>



                                                               W-16
<PAGE>



<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>




    Subordination

    Credit Support                                 Original           Current
    --------------                                 --------           -------

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage



                                                               W-17
<PAGE>



<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


    Credit Support                                 Original           Current
    --------------                                 --------           -------

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage

    Class [__]
    Class [__] Percentage




                                                               W-18
<PAGE>




<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

                                                             Group [_]

----------------------------------------------------------------------------------------------------------------------------------
                                                           Number               Percent            Principal               Percent
                Update Face                              of Items              of Items              Balance            of Balance
   ---------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                   <C>                  <C>                  <C>
          0.00    -           25,000.00
     25,000.00    -           50,000.00
     50,000.00    -           75,000.00
     75,000.00    -          100,000.00
    100,000.00    -          125,000.00
    125,000.00    -          150,000.00
    150,000.00    -          175,000.00
    175,000.00    -          200,000.00
    200,000.00    -          225,000.00
    225,000.00    -          250,000.00
    250,000.00    -          275,000.00
    275,000.00    -          300,000.00
    300,000.00    -          325,000.00
    325,000.00    -          350,000.00
    350,000.00    -          375,000.00
    375,000.00    -          400,000.00
    400,000.00    -          425,000.00
    425,000.00    -          450,000.00
    450,000.00    -          475,000.00
    475,000.00    -          500,000.00
    500,000.00    -          525,000.00
    525,000.00    -          550,000.00
    550,000.00    -          575,000.00
    575,000.00    -          600,000.00
    600,000.00    -          625,000.00
    625,000.00    -          650,000.00
    650,000.00    -          675,000.00
    675,000.00    -          700,000.00
    700,000.00    -          725,000.00
    725,000.00    -          750,000.00
    750,000.00    -          775,000.00
    775,000.00    -          800,000.00
             >               800,000.00
    ------------------------------------------------------------------------------------------------------------------------------
                       Wgt Ave / Total:
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                                               W-19
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>

<TABLE>
<CAPTION>

                                                             Group [_]

----------------------------------------------------------------------------------------------------------------------------------
                                                           Number               Percent            Principal               Percent
                Update Face                              of Items              of Items              Balance            of Balance
   ---------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                   <C>                  <C>                  <C>
          0.00    -           25,000.00
     25,000.00    -           50,000.00
     50,000.00    -           75,000.00
     75,000.00    -          100,000.00
    100,000.00    -          125,000.00
    125,000.00    -          150,000.00
    150,000.00    -          175,000.00
    175,000.00    -          200,000.00
    200,000.00    -          225,000.00
    225,000.00    -          250,000.00
    250,000.00    -          275,000.00
    275,000.00    -          300,000.00
    300,000.00    -          325,000.00
    325,000.00    -          350,000.00
    350,000.00    -          375,000.00
    375,000.00    -          400,000.00
    400,000.00    -          425,000.00
    425,000.00    -          450,000.00
    450,000.00    -          475,000.00
    475,000.00    -          500,000.00
    500,000.00    -          525,000.00
    525,000.00    -          550,000.00
    550,000.00    -          575,000.00
    575,000.00    -          600,000.00
    600,000.00    -          625,000.00
    625,000.00    -          650,000.00
    650,000.00    -          675,000.00
    675,000.00    -          700,000.00
    700,000.00    -          725,000.00
    725,000.00    -          750,000.00
    750,000.00    -          775,000.00
    775,000.00    -          800,000.00
             >               800,000.00
    ------------------------------------------------------------------------------------------------------------------------------
                       Wgt Ave / Total:
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                                               W-20
<PAGE>

<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

                                                             Group [_]

----------------------------------------------------------------------------------------------------------------------------------
                                                  Number                Percent             Principal                Percent
     Issuance Coupon                            of Items               of Items               Balance             of Balance
---------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                  <C>                   <C>
     <=     -                 5.0
     5.0    -                 5.5
     5.5    -                 6.0
     6.0    -                 6.5
     6.5    -                 7.0
     7.0    -                 7.5
     7.5    -                 8.0
     8.0    -                 8.5
     8.5    -                 9.0
     9.0    -                 9.5
     9.5    -                10.0
    10.0    -                10.5
    10.5    -                11.0
    11.0    -                11.5
    11.5    -                12.0
    12.0    -                12.5
       >                     12.5
    ------------------------------------------------------------------------------------------------------------------------------

                 Wgt Ave / Total:

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

</TABLE>



                                                               W-21
<PAGE>



<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>


<TABLE>
<CAPTION>

                                                             Group [_]

----------------------------------------------------------------------------------------------------------------------------------
                                                  Number                Percent             Principal                Percent
     Issuance Coupon                            of Items               of Items               Balance             of Balance
---------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                  <C>                   <C>
     <=     -                 5.0
     5.0    -                 5.5
     5.5    -                 6.0
     6.0    -                 6.5
     6.5    -                 7.0
     7.0    -                 7.5
     7.5    -                 8.0
     8.0    -                 8.5
     8.5    -                 9.0
     9.0    -                 9.5
     9.5    -                10.0
    10.0    -                10.5
    10.5    -                11.0
    11.0    -                11.5
    11.5    -                12.0
    12.0    -                12.5
       >                     12.5
    ------------------------------------------------------------------------------------------------------------------------------

                 Wgt Ave / Total:

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

</TABLE>



                                                               W-22
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>
             THE
           BANK OF
             NEW
            YORK

101 Barclay St., 8W                                                   CWABS, Inc.
New York, NY  10286                                   CWABS Asset-Backed Certificates Trust 200_-_
                                                                      Series 200_-_
Officer:     [______]
             [______]
Associate:   [______]
             [______]

</TABLE>



<TABLE>
<CAPTION>

                                                             Group [_]

----------------------------------------------------------------------------------------------------------------------------------
                                                  Number                Percent             Principal                Percent
            Update Term                         of Items               of Items               Balance             of Balance
---------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                  <C>                   <C>
    < =                      120
    120    -                 180
    180    -                 300
    300    -                 360
      >                      360
    ------------------------------------------------------------------------------------------------------------------------------

                 Wgt Ave / Total:

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



                                                             Group [_]

----------------------------------------------------------------------------------------------------------------------------------
                                                  Number                Percent             Principal                Percent
            Update Term                         of Items               of Items               Balance             of Balance
---------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
    < =                      120
    120    -                 180
    180    -                 300
    300    -                 360
      >                      360
    ------------------------------------------------------------------------------------------------------------------------------

                 Wgt Ave / Total:

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


</TABLE>



                                                               W-23
<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>

--------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Applicable Servicing
                                   Servicing Criteria                                                          Criteria
--------------------------------------------------------------------------------------------------------------------------------

     Reference                                     Criteria
--------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                                <C>

                                       General Servicing Considerations
----------------                                                                                        ------------------------

                     Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in
                     accordance with the
1122(d)(1)(i)        transaction 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 servicing
1122(d)(1)(ii)       activities.
----------------                                                                                        ------------------------

                     Any requirements in the transaction agreements to maintain
1122(d)(1)(iii)      a back-up servicer for the mortgage loans 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
1122(d)(1)(iv)       terms of the 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
1122(d)(2)(ii)       or to an investor are made only by 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 the
1122(d)(2)(iii)      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 cash) as set forth in the
                     transaction
1122(d)(2)(iv)       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
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.
----------------                                                                                        ------------------------

                     Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi)       access.
----------------                                                                                        ------------------------



                                                              Y-1
<PAGE>


--------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Applicable Servicing
                                   Servicing Criteria                                                          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
1122(d)(3)(i)        serviced by the Servicer.
----------------                                                                                        ------------------------

                     Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and
1122(d)(3)(ii)       other terms set forth in the transaction agreements.
----------------                                                                                        ------------------------

                     Disbursements made to an investor are posted within two
                     business days to the Servicer's investor records, or such
1122(d)(3)(iii)      other number of days specified in the transaction agreements.
----------------                                                                                        ------------------------

                     Amounts remitted to investors per the investor reports agree
                     with cancelled checks, or other form of payment, or custodial
1122(d)(3)(iv)       bank statements.
----------------                                                                                        ------------------------


                                          Pool Asset Administration
----------------                                                                                        ------------------------

                     Collateral or security on mortgage loans is maintained as required
1122(d)(4)(i)        by the transaction agreements or related mortgage loan documents.
----------------                                                                                        ------------------------

                     Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii)       the transaction agreements
----------------                                                                                        ------------------------

                     Any additions, removals or substitutions to the asset
                     pool are made, reviewed and approved in accordance with
1122(d)(4)(iii)      any conditions or requirements in 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 mortgage
1122(d)(4)(iv)       loan documents.
----------------                                                                                        ------------------------

                     The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
1122(d)(4)(v)        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
1122(d)(4)(vi)       related pool asset 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
1122(d)(4)(vii)      transaction agreements.
----------------                                                                                        ------------------------



                                                              Y-2
<PAGE>


--------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Applicable Servicing
                                   Servicing Criteria                                                          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
1122(d)(4)(viii)     delinquency is deemed temporary (e.g., illness or unemployment).
----------------                                                                                        ------------------------

                     Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
1122(d)(4)(ix)       the related mortgage loan 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
1122(d)(4)(x)        transaction 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
1122(d)(4)(xi)       other number of days 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
1122(d)(4)(xii)      was due to the obligor's error or omission.
----------------                                                                                        ------------------------

                     Disbursements made on behalf of an obligor are posted
                     within two business days to the obligor's records
                     maintained by the servicer, or such other number of days
1122(d)(4)(xiii)     specified in the transaction agreements.
----------------                                                                                        ------------------------

                     Delinquencies, charge-offs and uncollectible accounts
                     are recognized and recorded in accordance with the
1122(d)(4)(xiv)      transaction agreements.
----------------                                                                                        ------------------------

                     Any external enhancement or other support, identified in
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
1122(d)(4)(xv)       is maintained as set forth in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------------

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

</TABLE>



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


                                Date:  ________________________________



                                By:  _________________________________________
                                Name:
                                Title:



                                          Y-3
<PAGE>


                                   EXHIBIT Z


                      [FORM OF] LIST OF ITEM 1119 PARTIES


                          ASSET BACKED CERTIFICATES,
                                Series 200_-__

                                    [Date]


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

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

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

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

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

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

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

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

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

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



                                     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>


------------------------------------------------------------------------------------------------------------------------
                                                                     Applicable
Characteristic                                                          Section      Loan Group 1      Loan Group 2
------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>               <C>
------------------------------------------------------------------------------------------------------------------------
Single-Family Detached Dwellings                                    2.03(b)(32)         74.90%            68.30%
------------------------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings                                       2.03(b)(32)          3.61%            2.72%
------------------------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units                                          2.03(b)(32)          5.78%            6.79%
------------------------------------------------------------------------------------------------------------------------
High-Rise Condominium Units                                         2.03(b)(32)          0.29%            0.67%
------------------------------------------------------------------------------------------------------------------------
Manufactured Housing                                                2.03(b)(32)          0.00%            0.61%
------------------------------------------------------------------------------------------------------------------------
PUDs                                                                2.03(b)(32)         15.37%            20.92%
------------------------------------------------------------------------------------------------------------------------
Earliest Origination Date                                           2.03(b)(33)       12/10/1996         1/4/2006
------------------------------------------------------------------------------------------------------------------------
Prepayment Penalty                                                  2.03(b)(35)         71.86%            71.18%
------------------------------------------------------------------------------------------------------------------------
Investor Properties                                                 2.03(b)(36)          5.65%            2.89%
------------------------------------------------------------------------------------------------------------------------
Primary Residences                                                  2.03(b)(36)         92.81%            96.16%
------------------------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate                                        2.03(b)(48)         5.500%            4.875%
------------------------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate                                       2.03(b)(48)         13.000%          15.875%
------------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate                              2.03(b)(48)         8.593%            8.534%
------------------------------------------------------------------------------------------------------------------------
Lowest Gross Margin                                                 2.03(b)(51)         0.950%            2.000%
------------------------------------------------------------------------------------------------------------------------
Highest Gross Margin                                                2.03(b)(51)         12.000%          12.650%
------------------------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin                                       2.03(b)(51)         6.727%            6.789%
------------------------------------------------------------------------------------------------------------------------
Date on or before which each Initial
Mortgage Loan has a Due Date                                        2.03(b)(52)        8/1/2006          8/1/2006
------------------------------------------------------------------------------------------------------------------------

</TABLE>



<TABLE>
<CAPTION>

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

                                       Adjustable Rate Mortgage
                                           Loans (other than
                                       Two-Year, Three-Year and         Two-Year         Three-Year        Five-Year
                       Applicable      Five-Year Hybrid Mortgage         Hybrid       Hybrid Mortgage       Hybrid
 Adjustment Date        Section                 Loans)               Mortgage Loans        Loans        Mortgage Loans
------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                          <C>              <C>               <C>
   Latest Next
 Adjustment Date      2.03(b)(34)               10/2007                  5/2008           11/2008           2/2011
------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                    S-II-1
<PAGE>




                                 SCHEDULE III

                          40-YEAR COLLATERAL SCHEDULE


                                         Required Deposit
Distribution Date                        Trigger Amount ($)
-----------------                        ------------------
July 2016..................                 32,988,247.14
August 2016................                 32,535,464.91
September 2016.............                 32,088,804.57
October 2016...............                 31,648,183.66
November 2016..............                 31,213,520.84
December 2016..............                 30,784,735.84
January 2017...............                 30,361,749.49
February 2017..............                 29,944,483.70
March 2017.................                 29,532,861.37
April 2017.................                 29,126,806.52
May 2017...................                 28,726,244.14
June 2017..................                 28,331,100.22
July 2017..................                 27,941,301.80
August 2017................                 27,556,776.84
September 2017.............                 27,177,454.31
October 2017...............                 26,803,264.12
November 2017..............                 26,434,137.14
December 2017..............                 26,070,005.15
January 2018...............                 25,710,800.84
February 2018..............                 25,356,457.85
March 2018.................                 25,006,910.66
April 2018.................                 24,662,094.66
May 2018...................                 24,321,946.11
June 2018..................                 23,986,402.13
July 2018..................                 23,655,400.67
August 2018................                 23,328,880.53
September 2018.............                 23,006,781.33
October 2018...............                 22,689,043.48
November 2018..............                 22,375,608.24
December 2018..............                 22,066,417.62
January 2019...............                 21,761,414.43
February 2019..............                 21,460,542.24
March 2019.................                 21,163,745.38
April 2019.................                 20,870,968.92
May 2019...................                 20,582,158.71
June 2019..................                 20,297,261.29
July 2019..................                 20,016,223.90
August 2019................                 19,738,994.56
September 2019.............                 19,465,521.93
October 2019...............                 19,195,755.38


                                    S-III-1

<PAGE>



                                         Required Deposit
Distribution Date                        Trigger Amount ($)
-----------------                        ------------------
November 2019..............                 18,929,644.97
December 2019..............                 18,667,141.41
January 2020...............                 18,408,196.10
February 2020..............                 18,152,761.07
March 2020.................                 17,900,789.01
April 2020.................                 17,652,233.24
May 2020...................                 17,407,047.73
June 2020..................                 17,165,187.03
July 2020..................                 16,926,606.33
August 2020................                 16,691,261.42
September 2020.............                 16,459,108.66
October 2020...............                 16,230,105.05
November 2020..............                 16,004,208.13
December 2020..............                 15,781,376.00
January 2021...............                 15,561,567.35
February 2021..............                 15,344,741.42
March 2021.................                 15,130,858.01
April 2021.................                 14,919,877.43
May 2021...................                 14,711,760.56
June 2021..................                 14,506,468.76
July 2021..................                 14,303,963.97
August 2021................                 14,104,208.59
September 2021.............                 13,907,165.57
October 2021...............                 13,712,798.30
November 2021..............                 13,521,070.74
December 2021..............                 13,331,947.26
January 2022...............                 13,145,392.77
February 2022..............                 12,961,372.62
March 2022.................                 12,779,852.61
April 2022.................                 12,600,799.05
May 2022...................                 12,424,178.67
June 2022..................                 12,249,958.64
July 2022..................                 12,078,106.60
August 2022................                 11,908,590.61
September 2022.............                 11,741,379.15
October 2022...............                 11,576,441.16
November 2022..............                 11,413,745.94
December 2022..............                 11,253,263.27
January 2023...............                 11,094,963.29
February 2023..............                 10,938,816.55
March 2023.................                 10,784,794.00
April 2023.................                 10,632,867.00
May 2023...................                 10,483,007.28


                                   S-III-2
<PAGE>



                                         Required Deposit
Distribution Date                        Trigger Amount ($)
-----------------                        ------------------
June 2023..................                 10,335,186.93
July 2023..................                 10,189,378.45
August 2023................                 10,045,554.68
September 2023.............                  9,903,688.87
October 2023...............                  9,763,754.58
November 2023..............                  9,625,725.74
December 2023..............                  9,489,576.65
January 2024...............                  9,355,281.95
February 2024..............                  9,222,816.61
March 2024.................                  9,092,155.93
April 2024.................                  8,963,275.58
May 2024...................                  8,836,151.51
June 2024..................                  8,710,760.03
July 2024..................                  8,587,077.76
August 2024................                  8,465,081.61
September 2024.............                  8,344,748.83
October 2024...............                  8,226,056.97
November 2024..............                  8,108,983.89
December 2024..............                  7,993,507.72
January 2025...............                  7,879,606.91
February 2025..............                  7,767,260.19
March 2025.................                  7,656,446.58
April 2025.................                  7,547,145.39
May 2025...................                  7,439,336.19
June 2025..................                  7,332,998.84
July 2025..................                  7,228,113.45
August 2025................                  7,124,660.43
September 2025.............                  7,022,620.44
October 2025...............                  6,921,974.39
November 2025..............                  6,822,703.46
December 2025..............                  6,724,789.07
January 2026...............                  6,628,212.91
February 2026..............                  6,532,956.89
March 2026.................                  6,439,003.20
April 2026.................                  6,346,334.24
May 2026...................                  6,254,932.65
June 2026..................                  6,164,781.30
July 2026..................                  6,075,863.34
August 2026................                  5,988,162.06
September 2026.............                  5,901,661.05
October 2026...............                  5,816,344.09
November 2026..............                  5,732,195.16
December 2026..............                  5,649,198.51


                                   S-III-3
<PAGE>



                                         Required Deposit
Distribution Date                        Trigger Amount ($)
-----------------                        ------------------
January 2027...............                  5,567,338.56
February 2027..............                  5,486,599.93
March 2027.................                  5,406,967.48
April 2027.................                  5,328,426.27
May 2027...................                  5,250,961.54
June 2027..................                  5,174,558.74
July 2027..................                  5,099,203.52
August 2027................                  5,024,881.71
September 2027.............                  4,951,579.36
October 2027...............                  4,879,282.67
November 2027..............                  4,807,978.05
December 2027..............                  4,737,652.09
January 2028...............                  4,668,291.57
February 2028..............                  4,599,883.40
March 2028.................                  4,532,414.74
April 2028.................                  4,465,872.86
May 2028...................                  4,400,245.24
June 2028..................                  4,335,519.52
July 2028..................                  4,271,683.48
August 2028................                  4,208,725.10
September 2028.............                  4,146,632.52
October 2028...............                  4,085,394.00
November 2028..............                  4,024,998.01
December 2028..............                  3,965,433.15
January 2029...............                  3,906,688.17
February 2029..............                  3,848,751.97
March 2029.................                  3,791,613.61
April 2029.................                  3,735,262.30
May 2029...................                  3,679,687.38
June 2029..................                  3,624,878.36
July 2029..................                  3,570,824.86
August 2029................                  3,517,516.64
September 2029.............                  3,464,943.64
October 2029...............                  3,413,095.89
November 2029..............                  3,361,963.58
December 2029..............                  3,311,537.02
January 2030...............                  3,261,806.66
February 2030..............                  3,212,763.05
March 2030.................                  3,164,396.92
April 2030.................                  3,116,699.08
May 2030...................                  3,069,660.49
June 2030..................                  3,023,272.21
July 2030..................                  2,977,525.43


                                   S-III-4
<PAGE>


                                         Required Deposit
Distribution Date                        Trigger Amount ($)
-----------------                        ------------------
August 2030................                  2,932,411.47
September 2030.............                  2,887,921.75
October 2030...............                  2,844,047.83
November 2030..............                  2,800,781.33
December 2030..............                  2,758,114.06
January 2031...............                  2,716,037.87
February 2031..............                  2,674,544.76
March 2031.................                  2,633,626.83
April 2031.................                  2,593,276.28
May 2031...................                  2,553,485.43
June 2031..................                  2,514,246.68
July 2031..................                  2,475,552.55
August 2031................                  2,437,395.65
September 2031.............                  2,399,768.70
October 2031...............                  2,362,664.53
November 2031..............                  2,326,076.02
December 2031..............                  2,289,996.20
January 2032...............                  2,254,418.15
February 2032..............                  2,219,335.08
March 2032.................                  2,184,740.27
April 2032.................                  2,150,627.10
May 2032...................                  2,116,989.02
June 2032..................                  2,083,819.60
July 2032..................                  2,051,112.47
August 2032................                  2,018,861.37
September 2032.............                  1,987,060.08
October 2032...............                  1,955,702.53
November 2032..............                  1,924,782.67
December 2032..............                  1,894,294.57
January 2033...............                  1,864,232.36
February 2033..............                  1,834,590.27
March 2033.................                  1,805,362.57
April 2033.................                  1,776,543.65
May 2033...................                  1,748,127.96
June 2033..................                  1,720,110.01
July 2033..................                  1,692,484.41
August 2033................                  1,665,245.82
September 2033.............                  1,638,388.98
October 2033...............                  1,611,908.69
November 2033..............                  1,585,799.87
December 2033..............                  1,560,057.42
January 2034...............                  1,534,676.40
February 2034..............                  1,509,651.88


                                   S-III-5
<PAGE>


                                         Required Deposit
Distribution Date                        Trigger Amount ($)
-----------------                        ------------------
March 2034.................                  1,484,979.02
April 2034.................                  1,460,653.02
May 2034...................                  1,436,669.18
June 2034..................                  1,413,022.84
July 2034..................                  1,389,709.40
August 2034................                  1,366,724.35
September 2034.............                  1,344,063.20
October 2034...............                  1,321,721.55
November 2034..............                  1,299,695.06
December 2034..............                  1,277,979.44
January 2035...............                  1,256,570.45
February 2035..............                  1,235,463.92
March 2035.................                  1,214,655.72
April 2035.................                  1,194,141.80
May 2035...................                  1,173,918.15
June 2035..................                  1,153,980.81
July 2035..................                  1,134,325.88
August 2035................                  1,114,949.52
September 2035.............                  1,095,847.93
October 2035...............                  1,077,017.37
November 2035..............                  1,058,454.13
December 2035..............                  1,040,154.58
January 2036...............                  1,022,115.12
February 2036..............                  1,004,332.21
March 2036.................                    986,802.33
April 2036.................                    969,522.05
May 2036...................                    952,487.96
June 2036..................                    935,696.70
July 2036..................                    919,144.95
August 2036................                    902,829.45
September 2036.............                    886,746.98
October 2036...............                    870,894.34
November 2036..............                    855,268.40
December 2036..............                    839,866.08



                                   S-III-6