EXHIBIT 4.1

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


                                  CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                     Seller

                               PARK MONACO INC.,
                                     Seller

                                PARK SIENNA LLC,
                                     Seller

                      COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                             THE BANK OF NEW YORK,
                                    Trustee

                                      and

                   THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                   Co-Trustee

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

                        POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2006

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

                   ASSET-BACKED CERTIFICATES, SERIES 2006-24

<PAGE>

                                            Table of Contents
                                            -----------------

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
                                                ARTICLE I.
                                               DEFINITIONS
<S>               <C>                                                                                          <C>
Section 1.01      Defined Terms..................................................................................10
Section 1.02      Certain Interpretive Provisions................................................................56

                                               ARTICLE II.
                       CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01      Conveyance of Mortgage Loans...................................................................56
Section 2.02      Acceptance by Trustee of the Mortgage Loans....................................................63
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and the
                  Sellers........................................................................................69
Section 2.04      Representations and Warranties of the Depositor................................................88
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and
                  Repurchases....................................................................................90
Section 2.06      Authentication and Delivery of Certificates....................................................90
Section 2.07      Covenants of the Master Servicer...............................................................91

                                               ARTICLE III.
                              ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01      Master Servicer to Service Mortgage Loans......................................................91
Section 3.02      Subservicing; Enforcement of the Obligations of Master Servicer................................93
Section 3.03      Rights of the Depositor, the Sellers, the Certificateholders, the NIM Insurer
                  and the Trustee in Respect of the Master Servicer..............................................94
Section 3.04      Trustee to Act as Master Servicer..............................................................95
Section 3.05      Collection of Mortgage Loan Payments; Certificate Account; Distribution
                  Account; Pre-Funding Account; Seller Shortfall Interest Requirement............................95
Section 3.06      Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................99
Section 3.07      Access to Certain Documentation and Information Regarding the Mortgage Loans...................99
Section 3.08      Permitted Withdrawals from the Certificate Account, Distribution Account,
                  Carryover Reserve Fund and the Principal Reserve Fund.........................................100
Section 3.09      [Reserved]....................................................................................103
Section 3.10      Maintenance of Hazard Insurance...............................................................103
Section 3.11      Enforcement of Due-On-Sale Clauses; Assumption Agreements.....................................103
Section 3.12      Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds
                  and Realized Losses; Repurchase of Certain Mortgage Loans.....................................105
Section 3.13      Co-Trustee to Cooperate; Release of Mortgage Files............................................108
Section 3.14      Documents, Records and Funds in Possession of Master Servicer to be Held for
                  the Trustee...................................................................................109
Section 3.15      Servicing Compensation........................................................................110


                                       i
<PAGE>

Section 3.16      Access to Certain Documentation...............................................................110
Section 3.17      Annual Statement as to Compliance.............................................................110
Section 3.18      [Reserved]....................................................................................111
Section 3.19      [Reserved]....................................................................................111
Section 3.20      Prepayment Charges............................................................................111
Section 3.21      Swap Contract.................................................................................112

                                               ARTICLE IV.
                            DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01      Advances; Remittance Reports..................................................................114
Section 4.02      Reduction of Servicing Compensation in Connection with Prepayment Interest
                  Shortfalls....................................................................................116
Section 4.03      [Reserved]....................................................................................116
Section 4.04      Distributions.................................................................................116
Section 4.05      Monthly Statements to Certificateholders......................................................123
Section 4.06      Termination of a Mortgage Insurance Policy....................................................125
Section 4.07      Carryover Reserve Fund........................................................................125
Section 4.08      Credit Comeback Excess Account................................................................126
Section 4.09      Swap Trust and Swap Account...................................................................127
Section 4.10      Final Maturity Reserve Trust and Final Maturity Reserve Fund..................................127

                                                ARTICLE V.
                                             THE CERTIFICATES

Section 5.01      The Certificates..............................................................................129
Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................130
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................135
Section 5.04      Persons Deemed Owners.........................................................................135
Section 5.05      Access to List of Certificateholders' Names and Addresses.....................................135
Section 5.06      Book-Entry Certificates.......................................................................136
Section 5.07      Notices to Depository.........................................................................137
Section 5.08      Definitive Certificates.......................................................................137
Section 5.09      Maintenance of Office or Agency...............................................................137

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

Section 6.01      Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................138
Section 6.02      Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................138
Section 6.03      Limitation on Liability of the Depositor, the Sellers, the Master Servicer,
                  the NIM Insurer and Others....................................................................139
Section 6.04      Limitation on Resignation of Master Servicer..................................................139
Section 6.05      Errors and Omissions Insurance; Fidelity Bonds................................................140


                                      ii
<PAGE>

                                               ARTICLE VII.
                                 DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01      Events of Default.............................................................................140
Section 7.02      Trustee to Act; Appointment of Successor......................................................142
Section 7.03      Notification to Certificateholders............................................................144

                                              ARTICLE VIII.
                                CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

Section 8.01      Duties of Trustee.............................................................................144
Section 8.02      Certain Matters Affecting the Trustee.........................................................146
Section 8.03      Trustee Not Liable for Mortgage Loans.........................................................147
Section 8.04      Trustee May Own Certificates..................................................................148
Section 8.05      Master Servicer to Pay Trustee's Fees and Expenses............................................148
Section 8.06      Eligibility Requirements for Trustee..........................................................148
Section 8.07      Resignation and Removal of Trustee............................................................149
Section 8.08      Successor Trustee.............................................................................150
Section 8.09      Merger or Consolidation of Trustee............................................................150
Section 8.10      Appointment of Co-Trustee or Separate Trustee.................................................151
Section 8.11      Tax Matters...................................................................................152
Section 8.12      Co-Trustee....................................................................................155
Section 8.13      Access to Records of the Trustee..............................................................158
Section 8.14      Suits for Enforcement.........................................................................158

                                               ARTICLE IX.
                                               TERMINATION

Section 9.01      Termination upon Liquidation or Repurchase of all Mortgage Loans..............................159
Section 9.02      Final Distribution on the Certificates........................................................160
Section 9.03      Additional Termination Requirements...........................................................162
Section 9.04      Auction of the Mortgage Loans and REO Properties..............................................162

                                                ARTICLE X.
                                         MISCELLANEOUS PROVISIONS

Section 10.01     Amendment.....................................................................................166
Section 10.02     Recordation of Agreement; Counterparts........................................................168
Section 10.03     Governing Law.................................................................................168
Section 10.04     Intention of Parties..........................................................................168
Section 10.05     Notices.......................................................................................170
Section 10.06     Severability of Provisions....................................................................171
Section 10.07     Assignment....................................................................................171
Section 10.08     Limitation on Rights of Certificateholders....................................................171
Section 10.09     Inspection and Audit Rights...................................................................172
Section 10.10     Certificates Nonassessable and Fully Paid.....................................................173
Section 10.11     Rights of NIM Insurer.........................................................................173


                                      iii
<PAGE>

                                               ARTICLE XI.
                                          EXCHANGE ACT REPORTING

Section 11.01     Filing Obligations............................................................................175
Section 11.02     Form 10-D Filings.............................................................................175
Section 11.03     Form 8-K Filings..............................................................................176
Section 11.04     Form 10-K Filings.............................................................................176
Section 11.05     Sarbanes-Oxley Certification..................................................................177
Section 11.06     Form 15 Filing................................................................................177
Section 11.07     Report on Assessment of Compliance and Attestation............................................178
Section 11.08     Use of Subservicers and Subcontractors........................................................179
Section 11.09     Amendments....................................................................................180
Section 11.10     Reconciliation of Accounts....................................................................180
</TABLE>

Exhibits
--------

EXHIBIT A           Forms of Certificates
     EXHIBIT A-1    Form of Class 1-A Certificate
     EXHIBIT A-2    Form of Class 2-A-1 Certificate
     EXHIBIT A-3    Form of Class 2-A-2 Certificate
     EXHIBIT A-4    Form of Class 2-A-3 Certificate
     EXHIBIT A-5    Form of Class 2-A-4 Certificate
     EXHIBIT A-6    Form of Class M-1 Certificate
     EXHIBIT A-7    Form of Class M-2 Certificate
     EXHIBIT A-8    Form of Class M-3 Certificate
     EXHIBIT A-9    Form of Class M-4 Certificate
     EXHIBIT A-10   Form of Class M-5 Certificate
     EXHIBIT A-11   Form of Class M-6 Certificate
     EXHIBIT A-12   Form of Class M-7 Certificate
     EXHIBIT A-13   Form of Class M-8 Certificate
     EXHIBIT A-14   Form of Class M-9 Certificate
     EXHIBIT A-15   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)


                                      iv
<PAGE>

     EXHIBIT H      Form of Final Certification of Trustee
     EXHIBIT I      Transfer Affidavit for Class A-R Certificates
     EXHIBIT J-1    Form of Transferor Certificate for Class A-R Certificates
     EXHIBIT J-2    Form of Transferor Certificate for Private Certificates
     EXHIBIT K      Form of Investment Letter (Non-Rule 144A)
     EXHIBIT L      Form of Rule 144A Letter
     EXHIBIT M      Form of Request for Document Release
     EXHIBIT N      Form of Request for File Release
     EXHIBIT O      Copy of Depository Agreement
     EXHIBIT P      Form of Subsequent Transfer Agreement
     EXHIBIT Q      [Reserved]
EXHIBIT R           [Reserved]
EXHIBIT S-1         [Reserved]
EXHIBIT S-2         [Reserved]
EXHIBIT T           Officer's Certificate with respect to Prepayments
EXHIBIT U           Form of Swap Contract
EXHIBIT V-1         Form of Swap Contract Assignment Agreement
EXHIBIT V-2         Form of Swap Contract Administration Agreement
EXHIBIT 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 Target Schedule


                                       v
<PAGE>

            POOLING AND SERVICING AGREEMENT, dated as of December 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"), THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "Trustee"), and THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association, as co-trustee (the
"Co-Trustee").

                             PRELIMINARY STATEMENT

            The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the Certificates. The Trust Fund
(excluding the Credit Comeback Excess Account, the Carryover Reserve Fund and
the assets held in the Pre-Funding Account) for federal income tax purposes
will consist of 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 Credit Comeback Excess Account, the Carryover Reserve Fund
and the assets held in the Pre-Funding Account). The latest possible maturity
date of all REMIC regular interests created in this Agreement shall be the
Latest Possible Maturity Date.

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

      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                     $          5,675,541.50              (2)
        SWR-1B                     $          5,675,541.50              (3)
        SWR-2A                     $          6,427,091.00              (2)
        SWR-2B                     $          6,427,091.00              (3)
        SWR-3A                     $          7,171,780.00              (2)
        SWR-3B                     $          7,171,780.00              (3)
        SWR-4A                     $          7,906,781.50              (2)
</TABLE>


                                       1
<PAGE>

<TABLE>
<CAPTION>
Swap-IO REMIC Interest           Initial Principal Balance(1)   Pass-Through Rate
----------------------           ----------------------------   -----------------
<S>                              <C>                            <C>
        SWR-4B                     $         7,906,781.50              (3)
        SWR-5A                     $         8,629,255.50              (2)
        SWR-5B                     $         8,629,255.50              (3)
        SWR-6A                     $         9,338,990.50              (2)
        SWR-6B                     $         9,338,990.50              (3)
        SWR-7A                     $         9,788,592.00              (2)
        SWR-7B                     $         9,788,592.00              (3)
        SWR-8A                     $        10,455,243.50              (2)
        SWR-8B                     $        10,455,243.50              (3)
        SWR-9A                     $        11,098,098.50              (2)
        SWR-9B                     $        11,098,098.50              (3)
        SWR-10A                    $        11,628,709.50              (2)
        SWR-10B                    $        11,628,709.50              (3)
        SWR-11A                    $        11,941,737.00              (2)
        SWR-11B                    $        11,941,737.00              (3)
        SWR-12A                    $        66,804,078.00              (2)
        SWR-12B                    $        66,804,078.00              (3)
        SWR-13A                    $        11,696,132.00              (2)
        SWR-13B                    $        11,696,132.00              (3)
        SWR-14A                    $        12,147,423.50              (2)
        SWR-14B                    $        12,147,423.50              (3)
        SWR-15A                    $        12,563,520.50              (2)
        SWR-15B                    $        12,563,520.50              (3)
        SWR-16A                    $        12,942,688.00              (2)
        SWR-16B                    $        12,942,688.00              (3)
        SWR-17A                    $        13,283,366.50              (2)
        SWR-17B                    $        13,283,366.50              (3)
        SWR-18A                    $        13,583,168.00              (2)
        SWR-18B                    $        13,583,168.00              (3)
        SWR-19A                    $        13,115,580.50              (2)
        SWR-19B                    $        13,115,580.50              (3)
        SWR-20A                    $        12,658,579.50              (2)
        SWR-20B                    $        12,658,579.50              (3)
        SWR-21A                    $        12,216,503.50              (2)
        SWR-21B                    $        12,216,503.50              (3)
        SWR-22A                    $        11,788,851.00              (2)
        SWR-22B                    $        11,788,851.00              (3)
        SWR-23A                    $        11,375,138.50              (2)
        SWR-23B                    $        11,375,138.50              (3)
        SWR-24A                    $        73,768,754.00              (2)
        SWR-24B                    $        73,768,754.00              (3)
        SWR-25A                    $        14,187,702.00              (2)
        SWR-25B                    $        14,187,702.00              (3)
        SWR-26A                    $        13,354,061.00              (2)
        SWR-26B                    $        13,354,061.00              (3)
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
Swap-IO REMIC Interest           Initial Principal Balance(1)   Pass-Through Rate
----------------------           ----------------------------   -----------------
<S>                              <C>                            <C>
        SWR-27A                    $        12,569,014.50              (2)
        SWR-27B                    $        12,569,014.50              (3)
        SWR-28A                    $        11,829,621.50              (2)
        SWR-28B                    $        11,829,621.50              (3)
        SWR-29A                    $        11,133,123.00              (2)
        SWR-29B                    $        11,133,123.00              (3)
        SWR-30A                    $         6,896,898.50              (2)
        SWR-30B                    $         6,896,898.50              (3)
        SWR-31A                    $         6,635,907.50              (2)
        SWR-31B                    $         6,635,907.50              (3)
        SWR-32A                    $         6,383,559.00              (2)
        SWR-32B                    $         6,383,559.00              (3)
        SWR-33A                    $         6,139,549.00              (2)
        SWR-33B                    $         6,139,549.00              (3)
        SWR-34A                    $         5,903,591.50              (2)
        SWR-34B                    $         5,903,591.50              (3)
        SWR-35A                    $         5,675,406.00              (2)
        SWR-35B                    $         5,675,406.00              (3)
        SWR-36A                    $       104,013,893.50              (2)
        SWR-36B                    $       104,013,893.50              (3)
        SWR-37A                    $         1,373,245.00              (2)
        SWR-37B                    $         1,373,245.00              (3)
        SWR-38A                    $         1,083,896.00              (2)
        SWR-38B                    $         1,083,896.00              (3)
        SWR-39A                    $         1,039.369.00              (2)
        SWR-39B                    $         1,039.369.00              (3)
        SWR-40A                    $         1,204,995.00              (2)
        SWR-40B                    $         1,204,995.00              (3)
        SWR-41A                    $         1,152,178.00              (2)
        SWR-41B                    $         1,152,178.00              (3)
        SWR-42A                    $         1,158,520.50              (2)
        SWR-42B                    $         1,158,520.50              (3)
        SWR-43A                    $         1,112,304.00              (2)
        SWR-43B                    $         1,112,304.00              (3)
        SWR-44A                    $         1,117,771.00              (2)
        SWR-44B                    $         1,117,771.00              (3)
        SWR-45A                    $         1,076,655.00              (2)
        SWR-45B                    $         1,076,655.00              (3)
        SWR-46A                    $           990,000.50              (2)
        SWR-46B                    $           990,000.50              (3)
        SWR-47A                    $         1,036,169.50              (2)
        SWR-47B                    $         1,036,169.50              (3)
        SWR-48A                    $           938,613.50              (2)
        SWR-48B                    $           938,613.50              (3)
        SWR-49A                    $         1,001,808.50              (2)
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
Swap-IO REMIC Interest           Initial Principal Balance(1)   Pass-Through Rate
----------------------           ----------------------------   -----------------
<S>                              <C>                            <C>
        SWR-49B                    $           1,001,808.50              (3)
        SWR-50A                    $             806,643.50              (2)
        SWR-50B                    $             806,643.50              (3)
        SWR-51A                    $             786,398.50              (2)
        SWR-51B                    $             786,398.50              (3)
        SWR-52A                    $             923,863.50              (2)
        SWR-52B                    $             923,863.50              (3)
        SWR-53A                    $             876,883.00              (2)
        SWR-53B                    $             876,883.00              (3)
        SWR-54A                    $             867,115.00              (2)
        SWR-54B                    $             867,115.00              (3)
        SWR-55A                    $             819,048.00              (2)
        SWR-55B                    $             819,048.00              (3)
        SWR-56A                    $             814,629.00              (2)
        SWR-56B                    $             814,629.00              (3)
        SWR-57A                    $             767,576.50              (2)
        SWR-57B                    $             767,576.50              (3)
        SWR-58A                    $             752,112.00              (2)
        SWR-58B                    $             752,112.00              (3)
        SWR-59A                    $           1,156,906.50              (2)
        SWR-59B                    $           1,156,906.50              (3)
        SWR-60A                    $           1,039,755.00              (2)
        SWR-60B                    $           1,039,755.00              (3)
        SWR-61A                    $           1,023,925.50              (2)
        SWR-61B                    $           1,023,925.50              (3)
        SWR-62A                    $             760,288.50              (2)
        SWR-62B                    $             760,288.50              (3)
        SWR-63A                    $             681,823.50              (2)
        SWR-63B                    $             681,823.50              (3)
        SWR-64A                    $             868,538.00              (2)
        SWR-64B                    $             868,538.00              (3)
        SWR-65A                    $             806,378.00              (2)
        SWR-65B                    $             806,378.00              (3)
        SWR-66A                    $             759,789.50              (2)
        SWR-66B                    $             759,789.50              (3)
        SWR-67A                    $             722,156.00              (2)
        SWR-67B                    $             722,156.00              (3)
        SWR-68A                    $             726,876.50              (2)
        SWR-68B                    $             726,876.50              (3)
        SWR-69A                    $             699,529.50              (2)
        SWR-69B                    $             699,529.50              (3)
        SWR-70A                    $             643,130.50              (2)
        SWR-70B                    $             643,130.50              (3)
        SWR-71A                    $             678,895.50              (2)
        SWR-71B                    $             678,895.50              (3)
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
Swap-IO REMIC Interest           Initial Principal Balance(1)   Pass-Through Rate
----------------------           ----------------------------   -----------------
<S>                              <C>                            <C>
        SWR-72A                    $          39,988,166.50              (2)
        SWR-72B                    $          39,988,166.50              (3)
        SWR-Support                                     (4)              (5)
        SWR-P                      $                 100.00              (6)
        SWR-40 Year Reserve                             (7)              (7)
        SW-A-R                                          (8)              (8)
</TABLE>

------------------
(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 73rd Distribution Date, a rate equal to twice the Pool Tax
      Cap less 10.00% per annum. On and after the 73rd 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 January 2017 and ending on
      the Distribution Date in December 2036 (the "Last Scheduled Distribution
      Date"), the Adjusted Net Mortgage Rate shall be determined by first
      reducing the interest payable on each 40-Year Mortgage Loan by the
      40-Year Reserve Rate.

(3)   Prior to the 73rd Distribution Date, a rate equal to the lesser of (i)
      10.00% per annum and (ii) twice the Pool Tax Cap. On and after the 73rd
      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) the sum of (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 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 January 2017 and ending on the Last
      Scheduled Distribution Date, the SW-40 Year Reserve Interest shall be
      entitled to a specific portion of the interest payable on each 40-Year
      Mortgage Loan. Specifically, the SW-40 Year Reserve Interest shall be
      entitled to a specific portion of the interest payable on the Stated
      Principal Balance of each 40-Year 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 0.80% (the "40-Year Reserve
      Rate").

(8)   The 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.


                                       5
<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>
----------------------------------------------------------------------------------------------------------------------
                                                                    Pass-Through            Corresponding Class of
     Strip REMIC Interest        Initial Principal Balance               Rate                    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-2-A-4.....................              (1)                          (2)                         2-A-4
----------------------------------------------------------------------------------------------------------------------
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-M-9.......................              (1)                          (2)                          M-9
----------------------------------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------------------------------

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

(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.


                                       6
<PAGE>

(2) On each Distribution Date, the pass-through rate for this Strip REMIC
Interest will be the "Strip REMIC Cap," which will equal the weighted average
of the pass-through rates of the Swap-IO REMIC Interests (other than the SWR-P,
SWR-40 Year Reserve and 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.

(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 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.

      MASTER REMIC:

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


                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                     Original Certificate Principal
Class                                                            Balance                  Pass-Through Rate
------------------------------------------------     ------------------------------       -----------------
<S>                                                  <C>                                  <C>
Class 1-A.......................................                  $423,724,000                   (1)
Class 2-A-1.....................................                  $311,010,000                   (1)
Class 2-A-2.....................................                   $82,419,000                   (1)
Class 2-A-3.....................................                  $208,556,000                   (1)
Class 2-A-4.....................................                   $73,683,000                   (1)
Class M-1.......................................                   $50,400,000                   (1)
Class M-2.......................................                   $42,336,000                   (1)
Class M-3.......................................                   $23,520,000                   (1)
Class M-4.......................................                   $21,504,000                   (1)
Class M-5.......................................                   $20,832,000                   (1)
Class M-6.......................................                   $14,784,000                   (1)
Class M-7.......................................                   $15,456,000                   (1)
Class M-8.......................................                    $9,408,000                   (1)
Class M-9.......................................                    $7,392,000                   (1)
Class B.........................................                   $15,456,000                   (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 Interest 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.

(4)   For each Distribution Date the Class P Certificates are entitled to all
      Prepayment Charges distributed with respect to the STR-P Interest.


                                       8
<PAGE>

(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.


                                       9
<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 Target Schedule: Schedule III hereto.

            40-Year Mortgage Loan: A Mortgage Loan with an original term to
maturity of 40 years.

            40-Year Reserve Rate: As defined in the Preliminary Statement.

            Acceptable Bid Amount: Either (i) a bid equal to or greater than
the Minimum Auction Amount or (ii) the highest bid submitted by a Qualified
Bidder in an auction if the Directing Certificateholder agrees to pay the
related Auction Supplement Amount.

            Account: Any Escrow Account, the Carryover Reserve Fund, the
Certificate Account, the Credit Comeback Excess Account, the Distribution
Account, the Pre-Funding Account, the Principal Reserve Fund, the Swap Account,
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.


                                      10
<PAGE>

            Advance: The aggregate of the advances required to be made by the
Master Servicer with respect to any Distribution Date pursuant to Section 4.01,
the amount of any such advances being equal to the aggregate of payments of
principal of, and interest on the Stated Principal Balance of, the Mortgage
Loans (net of the Servicing Fees) that were due on the related Due Date and not
received by the Master Servicer as of the close of business on the related
Determination Date including an amount equivalent to interest on the Stated
Principal Balance of each Mortgage Loan as to which the related Mortgaged
Property is an REO Property or as to which the related Mortgaged Property has
been liquidated but such Mortgage Loan has not yet become a Liquidated Mortgage
Loan; provided, however, that the net monthly rental income (if any) from such
REO Property deposited in the Certificate Account for such Distribution Date
pursuant to Section 3.12 may be used to offset such Advance for the related REO
Property; provided, further, that for the avoidance of doubt, no Advances shall
be required to be made in respect of any Liquidated Mortgage Loan.

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

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

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


                                      11
<PAGE>

            Auction Supplement Amount: As defined in Section 9.04(c).

            Bankruptcy Code: Title 11 of the United States Code.

            Bid Determination Date: As defined in Section 9.04(b).

            Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.06). As of the Closing
Date, each Class of Interest-Bearing Certificates (other than the Class B
Certificates) constitutes a Class of Book-Entry Certificates, and Class B
Certificates having an initial Certificate Principal Balance of $3,456,000
constitute 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 2006-24". 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 2006-24". 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.


                                      12
<PAGE>

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 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


                                      13
<PAGE>

Counterparty with respect to such Distribution Date and the Final Maturity
Reserve Deposit for such Distribution Date times a fraction, the numerator of
which is equal to 360 and the denominator of which is equal to the actual
number of days in the related Accrual Period and (2) any Swap Termination
Payment payable to the Swap Counterparty for such Distribution Date (other than
a Swap Termination Payment due to a Swap Counterparty Trigger Event) and (y) a
fraction, the numerator of which is the Interest Funds for Loan Group 1 for
such Distribution Date, and the denominator of which is the Interest Funds for
Loan Group 1 and Loan Group 2 for such Distribution Date, and the denominator
of which is (b) the sum of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the Prepayment
Period that ends during such Due Period) plus any amounts on deposit in the
Pre-Funding Account in respect of Loan Group 1 as of the first day of that Due
Period.

            Class 1-A Principal Distribution Amount: 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) 63.60% 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-4 Certificate: Any Certificate designated as a "Class
2-A-4 Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.

            Class 2-A Certificate: Any Class 2-A-1, Class 2-A-2, Class 2-A-3 or
Class 2-A-4 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


                                      14
<PAGE>

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 Reserve Deposit for such Distribution Date times a fraction, the
numerator of which is equal to 360 and the denominator of which is equal to the
actual number of days in the related Accrual Period and (2) any Swap
Termination Payment payable to the Swap Counterparty for such Distribution Date
(other than a Swap Termination Payment due to a Swap Counterparty Trigger
Event) and (y) a fraction, the numerator of which is the Interest Funds for
Loan Group 2 for such Distribution Date, and the denominator of which is the
Interest Funds for Loan Group 1 and Loan Group 2 for such Distribution Date,
and the denominator of which is (b) the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 as of the first day of the
related Due Period (after giving effect to Principal Prepayments received
during the Prepayment Period that ends during such Due Period) plus any amounts
on deposit in the Pre-Funding Account in respect of Loan Group 2 as of the
first day of that Due Period.

            Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution Target
Amount and (y) a fraction, the 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 (i) 63.60% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 for such Distribution Date and
(ii) 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) 63.60% of the aggregate


                                      15
<PAGE>

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-15 hereto,
representing the right to distributions as set forth herein.

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

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

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

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

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

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

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

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

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

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

            Class M-9 Certificate: Any Certificate designated as a "Class M-9
Certificate" on the face thereof, in the form of Exhibit A-14 hereto,
representing the right to distributions as set forth herein.


                                      16
<PAGE>

            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: December 29, 2006.

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

            Collateral Schedule: Schedule II hereto.

            Combined Class M-1, M-2 and M-3 Principal Distribution Amount: With
respect to any Distribution Date, 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) and (b)
the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and
Class M-3 Certificates immediately prior to the Distribution Date over (2) the
lesser of (a) 80.90% of the aggregate Stated Principal Balance of the Mortgage
Loans for the Distribution Date and (b) the aggregate Stated Principal Balance
of the Mortgage Loans for the Distribution Date minus the OC Floor; provided,
however, that if the Class M-1, Class M-2 and/or Class M-3 Certificates are the
only Classes of Subordinate Certificates outstanding on such Distribution Date,
those Classes will be entitled to receive the entire remaining Principal
Distribution Amount for Loan Group 1 and Loan Group 2 until the Certificate
Principal Balances thereof are reduced to zero.

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

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

            Confirmation: The confirmation, Global No. N542352N, with a trade
date of December 6, 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.

            Co-Trustee: The Bank of New York Trust Company, N.A., a national
banking association, not in its individual capacity, but solely in its capacity
as co-trustee for the benefit of


                                      17
<PAGE>

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.

            Covered Mortgage Loan: A Mortgage Loan listed on the Mortgage Loan
Schedule as being covered by a Mortgage Insurance Policy.

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

            Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.08 in the
name of the Trustee for the benefit of the Certificateholders and designated
"The Bank of New York in trust for registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2006-24". Funds in the Credit Comeback Excess
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.

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

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

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

            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:


                                      18
<PAGE>

Distribution Date                          Percentage

January 2009 -- December 2009              1.20% with respect to January 2009,
                                           plus an additional 1/12th of 1.55%
                                           for each month thereafter through
                                           December 2009
January 2010 -- December 2010              2.75% with respect to January 2010,
                                           plus an additional 1/12th of 1.60%
                                           for each month thereafter through
                                           December 2010
January 2011 -- December 2011              4.35% with respect to January 2011,
                                           plus an additional 1/12th of 1.30%
                                           for each month thereafter through
                                           December 2011
January 2012 -- December 2012              5.65% with respect to January 2012,
                                           plus an additional 1/12th of 0.75%
                                           for each month thereafter through
                                           December 2012
January 2013 -- December 2013              6.40% with respect to January 2013,
                                           plus an additional 1/12th of 0.05%
                                           for each month thereafter through
                                           December 2013
January 2014 and thereafter                6.45%

            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


                                      19
<PAGE>

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


                                      20
<PAGE>

                     Class                       Percentage

        A.....................                     42.10%
        M-1...................                     53.03%
        M-2...................                     67.81%
        M-3...................                     80.23%
        M-4...................                     96.38%
        M-5...................                     119.72%
        M-6...................                     144.57%
        M-7...................                     184.63%
        M-8...................                     222.09%
        M-9...................                     264.21%
        B.....................                     437.84%

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

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

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

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

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

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

            Directing Certificateholder: As defined in Section 9.04(a).

            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 2006-24". Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in this
Agreement.


                                      21
<PAGE>

            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 January
2007.

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

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

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

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

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

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

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


                                      22
<PAGE>

            ERISA-Restricted Certificates: The Class A-R Certificates, Class P
Certificates, Class C Certificates, Class B 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)(D) and (iii) the Overcollateralization
Reduction Amount for such Distribution Date.

            Excess Deposit: As defined in Section 8.11 hereof.

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

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

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

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

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

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


                                      23
<PAGE>

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

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

            Final Maturity Funding Cap: For any Distribution Date beginning
with the Distribution Date in January 2017, the least of (i) the aggregate
Certificate Principal Balance of the Interest-Bearing Certificates immediately
prior to that Distribution Date, (ii) the aggregate Stated Principal Balance of
all outstanding 40-Year Mortgage Loans 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) and (iii) $23,773,420.

            Final Maturity OC Trigger: With respect to any Distribution Date on
or after the Distribution Date in January 2027, the Final Maturity OC Trigger
will be in effect if and for so long as the sum of (x) the amount on deposit in
the Final Maturity Reserve Fund on that Distribution Date (including any Final
Maturity Reserve Deposit made on the Distribution Date) and (y) the
Overcollateralized Amount for that Distribution Date (calculated after giving
effect to all distributions to be made prior to the time of determination) is
less than the outstanding Stated Principal Balance of all 40-Year Mortgage
Loans as of the Due Date occurring in the month of that Distribution Date
(after giving effect to Principal Prepayments received during the Prepayment
Period ending in the same month as the Distribution Date).

            Final Maturity Required Deposit Trigger: With respect to any
Distribution Date on or after the Distribution Date in January 2017 up to and
including the Distribution Date in December 2036, the Final Maturity Required
Deposit Trigger shall be in effect with respect to such Distribution Date if
the aggregate Stated Principal Balance of the 40-Year 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) is greater than the "40-Year Target" specified on the
40-Year Target Schedule for such Distribution Date.

            Final Maturity Reserve Deposit: For any Distribution Date on which
the Final Maturity Required Deposit Trigger is not in effect, $0. For any
Distribution Date on which the Final Maturity Required Deposit Trigger is in
effect, an amount equal to the lesser of (a) one-twelfth of the product of (i)
0.80% and (ii) the aggregate Stated Principal Balance of the 40-Year 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 (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 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 2006-24". Funds in the Final Maturity Reserve


                                      24
<PAGE>

Fund shall be held in trust by the Final Maturity Reserve Trustee for the
Certificateholders for the uses and purposes set forth in this Agreement.

            Final Maturity Reserve Trust: The trust fund established by Section
4.10.

            Final Maturity Reserve 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 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.

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

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

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

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

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

            Funding Period: The period from the Closing Date to and including
the earlier to occur of (x) the date the amount in the Pre-Funding Account is
less than $175,000 and (y) February 12, 2007. 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.

            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


                                      25
<PAGE>

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 $700.88.

            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 $293.00.

            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, or, if the Index in the Mortgage
Note ceases to be published or becomes unavailable for any reason, then the
Index shall be a new index selected by the Master Servicer, based on comparable
information and in accordance with the Mortgage Note and applicable law.

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

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

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

            Initial Cut-off Date: In the case of any Initial Mortgage Loan, the
later of (x) December 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.


                                      26
<PAGE>

            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.

            Institutional Accredited Investor or IAI: An "accredited investor"
as defined in any of paragraphs (1), (2), (3)and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.

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

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

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

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

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

            Interest Determination Date: With respect to the first Accrual
Period for the Interest-Bearing Certificates, December 27, 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, less the Mortgage Insurance Premiums for the
Covered Mortgage Loans in that Loan Group for such Distribution Date.


                                      27
<PAGE>

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

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

            ISDA Master Agreement: The 1992 ISDA Master Agreement
(Multicurrency - Cross Border), including the Schedule and Credit Support Annex
thereto, dated December 29, 2006, between the Swap Counterparty and the Swap
Contract Administrator.

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

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

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

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

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

            Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of Mortgage
Loans, whether through trustee's sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property
received in connection with or prior to such Mortgage Loan becoming a


                                      28
<PAGE>

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: As to any Mortgage Loan, 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.

            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.


                                      29
<PAGE>

            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 Auction Amount: With respect to any auction of the Mortgage
Loans and any REO Properties pursuant to Section 9.04, the sum of (i) the
Termination Price that would be payable by the NIM Insurer if the Optional
Termination were exercised in the following calendar month pursuant to Section
9.01 and (ii) all reasonable fees and expenses incurred by the Trustee in
connection with any auction conducted pursuant to Section 9.04.

            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 Insurance Policy: Either of the Mortgage Insurance Policy
issued by Republic Mortgage Insurance Company or the Mortgage Insurance Policy
issued by Mortgage Guaranty Insurance Corporation with respect to certain
Mortgage Loans identified in the Mortgage Loan Schedule.

            Mortgage Insurance Premium: Either of the premium payable on the
Mortgage Insurance Policy issued by Republic Mortgage Insurance Company or the
premium payable on the Mortgage Insurance Policy issued by Mortgage Guaranty
Insurance Corporation, each on each Distribution Date and amounts due for
premium taxes with respect to West Virginia, Kentucky or other applicable state
taxes relating to such premium.

            Mortgage Insurance Premium Rate: With respect to a Covered Mortgage
Loan, the per annum rate set forth for such Covered Mortgage Loan on the
Mortgage Loan Schedule.

            Mortgage Insurer: Either of Republic Mortgage Insurance Company or
Mortgage Guaranty Insurance Corporation or any replacement Mortgage Insurer, as
applicable.


                                      30
<PAGE>

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

            (i)   the loan number;

            (ii)  the Loan Group;

            (iii) the Appraised Value;

            (iv)  the Initial Mortgage Rate;

            (v)   the maturity date;

            (vi)  the original principal balance;

            (vii) the Cut-off Date Principal Balance;

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

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

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

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

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

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

            (xiv) the purpose of the Mortgage Loan;

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

                  (a) the frequency of each Adjustment Date;

                  (b) the next Adjustment Date;


                                      31
<PAGE>

                  (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;

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

            (xix) a code indicating if such Mortgage Loan is a Covered Mortgage
                  Loan, the applicable Mortgage Insurance Policy and the
                  applicable Mortgage Insurance Premium Rate as set forth in
                  such Mortgage Insurance Policy; and

            (xx)  the Servicing Fee Rate for the Mortgage Loan as of the
                  applicable Cut-off Date and, if the Servicing Fee Rate is
                  subject to increase following the initial Adjustment Date for
                  the Mortgage Loan, the Servicing Fee Rate for the Mortgage
                  Loan following the initial Adjustment Date.

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.


                                      32
<PAGE>

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

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

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

            Mortgaged Property: The underlying property securing a Mortgage
Loan.

            Mortgagor: The obligors on a Mortgage Note.

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

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

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

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

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

            Nonrecoverable Advance: Any portion of an Advance previously made
or proposed to be made by the Master Servicer that, in the good faith judgment
of the Master


                                      33
<PAGE>

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 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


                                      34
<PAGE>

officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

            Optional Termination: The termination of the Trust Fund pursuant to
clause (a) of the first sentence of Section 9.01.

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

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

            OTS: The Office of Thrift Supervision.

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

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

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

            Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan with a Stated Principal Balance greater than zero that was not the subject
of a Principal Prepayment in full, and that did not become a Liquidated
Mortgage Loan, prior to the end of the related Prepayment Period.

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

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

            Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal to 1.75% 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 3.50% of the aggregate Stated Principal


                                      35
<PAGE>

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.

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


                                      36
<PAGE>

     -----------------------------------------------------------------------
                                            Pass-Through     Pass-Through
                        Class                Margin (1)       Margin (2)
     -----------------------------------------------------------------------
     Class 1-A........................          0.140%            0.280%
     -----------------------------------------------------------------------
     Class 2-A-1......................          0.050%            0.100%
     -----------------------------------------------------------------------
     Class 2-A-2......................          0.120%            0.240%
     -----------------------------------------------------------------------
     Class 2-A-3......................          0.150%            0.300%
     -----------------------------------------------------------------------
     Class 2-A-4......................          0.220%            0.440%
     -----------------------------------------------------------------------
     Class M-1........................          0.250%            0.375%
     -----------------------------------------------------------------------
     Class M-2........................          0.280%            0.420%
     -----------------------------------------------------------------------
     Class M-3........................          0.330%            0.495%
     -----------------------------------------------------------------------
     Class M-4........................          0.380%            0.570%
     -----------------------------------------------------------------------
     Class M-5........................          0.400%            0.600%
     -----------------------------------------------------------------------
     Class M-6........................          0.470%            0.705%
     -----------------------------------------------------------------------
     Class M-7........................          0.950%            1.425%
     -----------------------------------------------------------------------
     Class M-8........................          1.600%            2.400%
     -----------------------------------------------------------------------
     Class M-9........................          1.850%            2.775%
     -----------------------------------------------------------------------
     Class B..........................          1.850%            2.775%
     -----------------------------------------------------------------------

(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


                                      37
<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


                                      38
<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


                                      39
<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 $993.88.

            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 2006-24." 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.


                                      40
<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 the


                                      41
<PAGE>

month in which such Distribution Date occurs (or, with respect to the first
Distribution Date, the period beginning with the opening of business on
December 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 2006-24". Funds in the Principal Reserve Fund


                                      42
<PAGE>

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

            Private Certificates: The Class B, Class C and Class P
Certificates.

            Prospectus: The prospectus dated November 27, 2006, relating to
asset-backed securities to be sold by the Depositor.

            Prospectus Supplement: The prospectus supplement dated December 28,
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
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 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.

            Qualified Bidder: With respect to any auction pursuant to Section
9.04, any institution that is a regular purchaser and/or seller in the
secondary market of residential mortgage loans as determined by the Trustee (or
any advisor on its behalf), in its sole discretion, and any holder of an
interest in the Class C Certificates; provided, however, that neither CHL nor
any of its affiliates shall constitute a Qualified Bidder.

            Qualified Institutional Buyer or QIB: A "qualified institutional
buyer" within the meaning of Rule 144A.

            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


                                      43
<PAGE>

such liquidation, equal to (i) the Stated Principal Balance of such Liquidated
Mortgage Loan as of the date of such liquidation, minus (ii) the Liquidation
Proceeds, if any, received in connection with such liquidation during the month
in which such liquidation occurs, to the extent applied as recoveries of
principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan
that has become the subject of a Deficient Valuation, (i) if the value of the
related Mortgaged Property was reduced below the principal balance of the
related Mortgage Note, the amount by which the value of the Mortgaged Property
was reduced below the principal balance of the related Mortgage Note, and (ii)
if the principal amount due under the related Mortgage Note has been reduced,
the difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation.

            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 and the first Distribution Date, the Closing Date, and with
respect to any other Distribution Date, 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.


                                      44
<PAGE>

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

            Relief Act: The Servicemembers Civil Relief Act.

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

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

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

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


                                      45
<PAGE>

or more of clauses (i), (ii), (iv), (viii) and/or (ix) of this definition, then
such proposed Replacement Mortgage Loan must comply with clause (xi) 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 (xi).

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

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

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

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

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

            (e) any amendment to this Agreement;

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

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

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


                                      46
<PAGE>

            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 Co-Trustee, substantially in the form
of Exhibit M.

            Request for File Release: A Request for File Release submitted by
the Master Servicer to the Co-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 after all other
deposits and withdrawals from such account on such Distribution Date.

            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, including the applicable Mortgage Insurance Policy with respect to a
Covered Mortgage Loan.

            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


                                      47
<PAGE>

with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act or
any similar state or local law; (b) without giving effect to any extension
granted or agreed to by the Master Servicer pursuant to Section 3.05(a); and
(c) on the assumption that all other amounts, if any, due under such Mortgage
Loan are paid when due.

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

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

            Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of January 2007, February 2007 and March 2007, 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


                                      48
<PAGE>

obligations hereunder, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.10.

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

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

            Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate set forth on the Mortgage Loan Schedule for such Mortgage Loan.

            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)


                                      49
<PAGE>

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
following 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 January 2010 and (y) the first
Distribution Date on which the aggregate Certificate Principal Balance of the
Senior Certificates (after calculating anticipated distributions on such
Distribution Date) is less than or equal to 63.60% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date.

            Stepdown Target Subordination Percentage: For each Class of
Subordinate Certificates (other than the Class M-1, Class M-2 and Class M-3
Certificates), the respective percentage indicated in the following table:

                                               Stepdown Target Subordination
                                                         Percentage
                                               -----------------------------

Class M-4.................................                   15.90%
Class M-5.................................                   12.80%
Class M-6.................................                   10.60%
Class M-7.................................                    8.30%
Class M-8.................................                    6.90%
Class M-9.................................                    5.80%
Class B...................................                    3.50%

            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, Class M-9 and Class B
Certificates.


                                      50
<PAGE>

            Subordinate Class Principal Distribution Amount: With respect to
any Distribution Date and any Class of Subordinate Certificates (other than the
Class M-1, Class M-2 and Class M-3 Certificates), the excess of (1) the sum of
(a) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account distribution of the Class 1-A Principal Distribution
Amount and the Class 2-A Principal Distribution Amount for such Distribution
Date), (b) the aggregate Certificate Principal Balance of the Class M-1, Class
M-2 and Class M-3 Certificates (after taking into account distribution of the
Combined Class M-1, M-2 and M-3 Principal Distribution Amount for such
Distribution Date), (c) the aggregate Certificate Principal Balance of any
Classes of Subordinate Certificates (other than the Class M-1, Class M-2 and
Class M-3 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 (d) the Certificate Principal Balance of the subject
Class of Subordinate Certificates immediately prior to such Distribution Date
over (2) the lesser of (a) the product of (x) 100% minus the Stepdown Target
Subordination Percentage for the subject Class of Certificates and (y) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date minus the OC Floor; provided, however, that if such
Class of Subordinate Certificates is the only Class of Subordinate Certificates
outstanding on such Distribution Date, that Class will be entitled to receive
the entire remaining Principal Distribution Amount for Loan Group 1 and Loan
Group 2 until the Certificate Principal Balance thereof is reduced to zero.

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

            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 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


                                      51
<PAGE>

single Subsequent Transfer Date, "Subsequent Mortgage Loan" shall mean a
Subsequent Mortgage Loan conveyed to the Trustee on such Subsequent Transfer
Date.

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

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

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

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

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

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

            Subservicer: As defined in Section 3.02(a).

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

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


                                      52
<PAGE>

            Successful Auction: An auction held pursuant to Section 9.04 at
which at least three Qualified Bidders submitted bids and at least one of those
bids was an Acceptable Bid Amount.

            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
and its successors and assigns.

            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 Contract Termination Date: The Distribution Date in December
2012.

            Swap Counterparty: Deutsche Bank AG, New York Branch and its
successors.

            Swap Counterparty Trigger Event: Either (i) an "Event of Default"
under the ISDA Master Agreement with respect to which the Swap Counterparty is
the sole "Defaulting Party" (as defined in the ISDA Master Agreement) or (ii) a
"Termination Event" (other than an Illegality or a Tax Event (as such terms are
defined in the ISDA Master Agreement)) or "Additional Termination Event" under
the ISDA Master Agreement with respect to which the Swap Counterparty is the
sole "Affected Party" (as defined in the ISDA Master Agreement).

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

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

            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.


                                      53
<PAGE>

            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.

            Termination Price: As defined in Section 9.01.

            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, each Mortgage Insurance Policy and any other
document or agreement entered into in connection with the Trust Fund, the
Certificates or the Mortgage Loans.

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

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

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

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

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

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


                                      54
<PAGE>

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 and Greenwich
Capital Markets, Inc.

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

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

            Winning Bidder: With respect to a Successful Auction, the Qualified
Bidder that bids the highest price.


                                      55
<PAGE>

            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; (g)
references to any Person include that Person's permitted successors and
assigns; and (h) a Mortgage Loan is "30 days delinquent" if a Scheduled Payment
has not been received by the close of business on the Due Date on which the
next Scheduled Payment is due. Similarly for "60 days delinquent," "90 days
delinquent" and so on.

                                  ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

            Section 2.01 Conveyance of Mortgage Loans.

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

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


                                      56
<PAGE>

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

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

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

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

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

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

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


                                      57
<PAGE>

            (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 as of the related Cut-off
      Date;

            (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:

<TABLE>
<CAPTION>
         Loan Group 1
         Characteristic                                                 Value            Permitted Variance
         ------------------                                          ------------      -----------------------
         <S>                                                         <C>               <C>
         Weighted Average Mortgage Rate.........................        8.213%                 +/-0.10%
         Weighted Average Original Loan-to-Value Ratio..........        81.45%                 +/-3.00%
         Weighted Average Credit Bureau Risk Score..............      601 points              +/-5 points
         Percentage Originated under CHL's Full Documentation           68.73%
         Program................................................                               +/-3.00%
         Weighted Average Gross Margin of Adjustable Rate
         Mortgage Loans.........................................        6.539%                 +/-0.10%


                                      58
<PAGE>

         Loan Group 2
         Characteristic                                                 Value            Permitted Variance
         ------------------                                          ------------      -----------------------
         Weighted Average Mortgage Rate.........................        8.156%                 +/-0.10%
         Weighted Average Original Loan-to-Value Ratio..........        79.25%                 +/-3.00%
         Weighted Average Credit Bureau Risk Score..............      622 points              +/-5 points
         Percentage Originated under CHL's Full Documentation           50.33%
         Program................................................                               +/-3.00%
         Weighted Average Gross Margin of Adjustable Rate
         Mortgage Loans.........................................        6.016%                 +/-0.10%
</TABLE>

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

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

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

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

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


                                      59
<PAGE>

            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 Co-Trustee (or,
in the case of the Delay Delivery Mortgage Loans, will deliver to, and deposit
with, the Co-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 2006-24, CWABS, Inc., by The
            Bank of New York, a New York banking corporation, as trustee under
            the Pooling and Servicing Agreement dated as of December 1, 2006,
            without recourse" or a copy of such assignment, with recording
            information, (each such assignment, when duly and validly
            completed, to be in recordable form and sufficient to effect the
            assignment of and transfer to the assignee thereof, under the
            Mortgage to which such assignment relates);

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


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<PAGE>

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

                  (vi) the original or duplicate original lender's title policy
            or a copy of lender's title policy or a printout of the electronic
            equivalent and all riders thereto 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 Co-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
Co-Trustee such original Mortgage and such assignment or assignments with
evidence of recording indicated thereon upon receipt thereof from the public
recording official, or a copy thereof, certified, if appropriate, by the
relevant recording office, but in no event shall any such delivery be made
later than 270 days following the Closing Date; provided that in the event that
by such date such Seller is unable to deliver or cause to be delivered each
such Mortgage and each interim assignment by reason of the fact that any such
documents have not been returned by the appropriate recording office, or, in
the case of each interim assignment, because the related Mortgage has not been
returned by the appropriate recording office, such Seller shall deliver or
cause to be delivered such documents to the Co-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


                                      61
<PAGE>

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 Co-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
Co-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
Co-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 90 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 Co-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 Co-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 Co-Trustee
shall complete the assignment in the manner specified in clause (iii) above and
CHL shall submit or cause to be submitted for recording as specified above or,
should CHL fail to perform such obligations, the Trustee shall cause the Master
Servicer, at the Master Servicer's expense, to cause each such previously
unrecorded assignment to be submitted for recording as specified above. In the
event a Mortgage File is released to the Master Servicer as a result of the
Master Servicer's having completed a Request for Document Release, the Trustee
shall complete the assignment of the related Mortgage in the manner specified
in clause (iii) above.

            So long as the Co-Trustee or its agent maintains an office in the
State of California, the Co-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,


                                      62
<PAGE>

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

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

            Section 2.02 Acceptance by Trustee of the Mortgage Loans.

            (a) The Co-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


                                      63
<PAGE>

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 Co-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 Co-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 or the Co-Trustee, as applicable, shall be under no duty
or obligation to inspect, review or examine such documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable or appropriate for the represented purpose or that they have
actually been recorded in the real estate records or that they are other than
what they purport to be on their face.

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

            In connection with the Trustee's completion and delivery of such
Final Certification, the Co-Trustee, at the direction of 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


                                      64
<PAGE>

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


                                      65
<PAGE>

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 Co-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 Co-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 Co-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 Co-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 Co-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 Co-Trustee, the Depositor and any
Certificateholder against any Seller.

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


                                      66
<PAGE>

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 Co-Trustee shall review each Mortgage File with
respect to the Subsequent Mortgage Loans to determine that such Mortgage File
contains the following documents:

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

                  (ii) in the case of each Subsequent Mortgage Loan that is not
            a MERS Mortgage Loan, the original recorded Mortgage or a copy of
            such Mortgage, with


                                      67
<PAGE>

            recording information, and in the case of each Subsequent Mortgage
            Loan that is a MERS Mortgage Loan, the original Mortgage or a copy
            of such Mortgage, with recording information, noting the presence
            of the MIN of the Subsequent Mortgage Loan and language indicating
            that the Subsequent Mortgage Loan is a MOM Loan if the Subsequent
            Mortgage Loan is a MOM Loan, with evidence of recording indicated
            thereon, or a copy of the Mortgage certified by the public
            recording office in which Mortgage has been recorded;

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

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

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

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

            If, in the course of such review, the Trustee finds any document or
documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include such
exceptions in such Final Certification (and the Trustee shall state in such
Final Certification whether any Mortgage File does not then include the
original or duplicate original lender's title policy or a printout of the
electronic equivalent and all riders thereto). If the public recording office
in which a Mortgage or assignment thereof is recorded retains the original of
such Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and complete
by such recording office, shall be deemed to satisfy the requirements of clause
(ii), (iii) or (iv) above, as applicable. CHL shall promptly correct or cure
such defect referred to above within 90 days from the date it was so notified
of such defect and, if CHL does not correct or cure such defect within such
period, CHL shall either (A) if the time to cure such defect expires prior to
the end of the second anniversary of the Closing Date, substitute for the
related Subsequent Mortgage Loan a Replacement Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03, or (B) purchase such Subsequent Mortgage Loan from
the Trust Fund within 90 days from the date CHL was notified of such defect in
writing at the Purchase Price of such Subsequent Mortgage Loan; provided that
any such substitution pursuant to (A) above or repurchase pursuant to (B) above
shall not be effected prior to the delivery to the Trustee of the Opinion of
Counsel required by Section 2.05 hereof and any substitution pursuant to (A)
above shall not be effected prior to the additional delivery to the Trustee of
a Request for File Release. No substitution will be made in any calendar month
after the Determination Date for such month. The Purchase Price for any such
Subsequent Mortgage Loan shall be deposited by CHL in the Certificate Account
and, upon receipt of such deposit and


                                      68
<PAGE>

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 Co-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 Co-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 Co-Trustee, the Depositor and any
Certificateholder against the Sellers.

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

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

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

            (2) The Master Servicer has the full partnership power and
      authority to sell and service each Mortgage Loan, and to execute, deliver
      and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary
      partnership action on the part of the Master Servicer the execution,
      delivery and performance of this Agreement; and this Agreement, assuming
      the due authorization, execution and delivery hereof by the other parties
      hereto,


                                      69
<PAGE>

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

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

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

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

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

            (7) The Master Servicer is a member of MERS in good standing, and
      will comply in all material respects with the rules and procedures of
      MERS in connection


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<PAGE>

      with the servicing of the Mortgage Loans for as long as such Mortgage
      Loans are registered with MERS.

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

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

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

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

            (3) The execution and delivery of this Agreement and each
      Subsequent Transfer Agreement by CHL, the sale of the CHL Mortgage Loans
      by CHL under this Agreement and each Subsequent Transfer Agreement, the
      consummation of any other of the transactions contemplated by this
      Agreement and each Subsequent


                                      71
<PAGE>

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

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

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

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

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

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

            (9) None of the Mortgage Loans is 30 days or more delinquent.

            (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


                                      72
<PAGE>

      such Mortgage, such exceptions appearing of record being acceptable to
      mortgage lending institutions generally or specifically reflected in the
      appraisal made in connection with the origination of the related Mortgage
      Loan and (3)other matters to which like properties are commonly subject
      that do not materially interfere with the benefits of the security
      intended to be provided by such Mortgage.

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

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

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

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

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

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

            (18) A lender's policy of title insurance together with a
      condominium endorsement and extended coverage endorsement, if applicable,
      in an amount at least equal to the Cut-off Date Principal Balance of each
      such Mortgage Loan or a commitment (binder) to issue the same was
      effective on the date of the origination of each Mortgage Loan, each such
      policy is valid and remains in full force and effect, and each such
      policy was issued by a title insurer qualified to do business in the
      jurisdiction where the Mortgaged Property is located and acceptable to
      Fannie Mae and Freddie Mac


                                      73
<PAGE>

      and is in a form acceptable to Fannie Mae and Freddie Mac, which policy
      insures the Sellers and successor owners of indebtedness secured by the
      insured Mortgage, as to the first priority lien, of the Mortgage subject
      to the exceptions set forth in paragraph (11) above; to the best of CHL's
      knowledge, no claims have been made under such mortgage title insurance
      policy and no prior holder of the related Mortgage, including any Seller,
      has done, by act or omission, anything that would impair the coverage of
      such mortgage title insurance policy.

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

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

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

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

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

            (24) The related Mortgage contains customary and enforceable
      provisions that render the rights and remedies of the holder thereof
      adequate for the


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<PAGE>

      realization against the Mortgaged Property of the benefits of the
      security, including, (i) in the case of a Mortgage designated as a deed
      of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.

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

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

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

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

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

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

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

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


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<PAGE>

            (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 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,


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<PAGE>

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

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

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

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

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


                                      78
<PAGE>

            (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.

            (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


                                      79
<PAGE>

      related Mortgage Note and applicable law and are enforceable and such
      adjustments will not affect the priority of the Mortgage lien.

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

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

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

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

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

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

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

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


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<PAGE>

            (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) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed
      by the Georgia Fair Lending Act.

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

            (75) No Mortgage Loan in the Trust Fund is a "high cost home,"
      "covered" (excluding home loans defined as "covered home loans" in the
      New Jersey Home Ownership Security Act of 2002 that were originated
      between November 26, 2003 and July 7, 2004), "high risk home" or
      "predatory" loan under any applicable state, federal or local law (or a
      similarly classified loan using different terminology under a law
      imposing heightened regulatory scrutiny or additional legal liability for
      residential mortgage loans having high interest rates, points and/or
      fees). (76) There is no Mortgage Loan in the Trust Fund that was
      originated on or after October 1, 2002 and before March 7, 2003, which is
      secured by property located in the State of Georgia.

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

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

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


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<PAGE>

                  (iii) With respect to any Mortgage Loan in Loan Group 1 that
            contains a provision permitting imposition of a penalty upon a
            prepayment prior to maturity: (a) the Mortgage Loan provides some
            benefit to the borrower (e.g., a rate or fee reduction) in exchange
            for accepting such prepayment penalty; (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
            penalty; (c) the prepayment penalty was 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 provide
            for prepayment penalties for a term in excess of three years, and
            any such Mortgage Loan originated prior to such date will not
            provide for 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) such prepayment penalty shall not be imposed in any
            instance where the Mortgage Loan is accelerated or paid off in
            connection with the workout of a delinquent mortgage or due to the
            borrower's default, notwithstanding that the terms of the Mortgage
            Loan or state or federal law might permit the imposition of such
            penalty;

                  (iv) With respect to each Mortgage Loan in Loan Group 1, the
            borrower was not encouraged or required to select a mortgage loan
            product offered by the Mortgage Loan's originator which is a higher
            cost product designed for less creditworthy borrowers, taking into
            account such facts as, without limitation, the Mortgage Loan's
            requirements and the borrower's credit history, income, assets and
            liabilities;

                  (v) The methodology used in underwriting the extension of
            credit for each Mortgage Loan in Loan Group 1 did not rely solely
            on the extent of the borrower's equity in the collateral as the
            principal determining factor in approving such extension of credit.
            The methodology employed objective criteria such as the borrower's
            income, assets and liabilities, to the proposed mortgage payment
            and, based on such methodology, the Mortgage Loan's originator made
            a reasonable determination that at the time of origination the
            borrower had the ability to make timely payments on the Mortgage
            Loan;

                  (vi) No borrower under a Mortgage Loan in Loan Group 1 was
            charged "points and fees" in an amount greater than (a) $1,000 or
            (b) 5% of the principal amount of such mortgage loan, whichever is
            greater. For purposes of this representation, "points and fees" (x)
            include origination, underwriting, broker and finder's fees and
            charges that the lender imposed as a condition of making the
            mortgage loan, whether they are paid to the lender or a third
            party; and (y) exclude bona fide discount points, fees paid for
            actual services rendered in connection with the origination of the
            mortgage (such as attorneys' fees, notaries fees and fees paid for
            property appraisals, credit reports, surveys, title examinations
            and extracts, flood and tax certifications, and home inspections);
            the cost of mortgage insurance or credit-risk price adjustments;
            the costs of title, hazard, and flood insurance policies; state and
            local transfer taxes or fees; escrow


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<PAGE>

            deposits for the future payment of taxes and insurance premiums;
            and other miscellaneous fees and charges, which miscellaneous fees
            and charges, 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 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 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,


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<PAGE>

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

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

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

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

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

            (7) Immediately prior to the assignment of each Park Monaco
      Mortgage Loan to the Depositor, Park Monaco had good title to, and was
      the sole owner of, such Park Monaco Mortgage Loan free and clear of any
      pledge, lien, encumbrance or security interest and had full right and
      authority, subject to no interest or participation of,


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<PAGE>

      or agreement with, any other party, to sell and assign the same pursuant
      to this Agreement.

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

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

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

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


                                      85
<PAGE>

      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 and the NIM Insurer. Each of the Master Servicer
and the Sellers (each, a "Representing Party") hereby covenants with respect to
the representations and warranties set forth in Sections 2.03(a) through (d)
that within 90 days of the earlier of the discovery by such Representing Party
or receipt of written notice by such Representing Party from any party of a
breach of any representation or warranty set forth herein made that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, it shall cure such breach in all material respects and, if such breach is
not so cured, shall, (i) if such 90-day period expires prior to the second
anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage
Loan") from the Trust Fund and substitute in its place a Replacement Mortgage
Loan, in the manner and subject to the conditions set forth in this Section; or
(ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
at the Purchase Price in the manner set forth below; provided that (a) any such
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
not be effected prior to the delivery to the Trustee of the Opinion of Counsel
required by Section 2.05 hereof, (b) any such substitution pursuant to (i)
above shall not be effected prior to the additional delivery to the Trustee of
a


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


                                      87
<PAGE>

            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 Co-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 Co-Trustee
for the benefit of the Certificateholders with respect to each Mortgage Loan.

            Section 2.04 Representations and Warranties of the Depositor.

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

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

            (2) The Depositor has the full corporate power and authority to
      execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by, this Agreement and each Subsequent Transfer
      Agreement and has duly authorized, by all necessary corporate action on
      its part, the execution, delivery and


                                      88
<PAGE>

      performance of this Agreement and each Subsequent Transfer Agreement; and
      this Agreement and each Subsequent Transfer Agreement, assuming the due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, subject,
      as to enforceability, to (i) bankruptcy, insolvency, reorganization,
      moratorium and other similar laws affecting creditors' rights generally
      and (ii) general principles of equity, regardless of whether enforcement
      is sought in a proceeding in equity or at law.

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

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

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

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

            It is understood and agreed that the representations and warranties
set forth in the two immediately preceding paragraphs shall survive delivery of
the Mortgage Files to the Co-Trustee. Upon discovery by the Depositor or the
Trustee, of a breach of any of the foregoing


                                      89
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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
and the NIM Insurer. 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.

            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


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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 and taking all required and appropriate actions under each Mortgage
Insurance Policy on behalf of the Co-Trustee, other than the payment of each
Mortgage Insurance Premium and obtaining the approval of each Mortgage Insurer
with respect to the appointment of a successor servicer. 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, (ii) result in the
imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause
any Covered Mortgage Loan to not be covered by the applicable Mortgage
Insurance Policy, 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 addition, the Master Servicer shall administer each Mortgage
Insurance Policy on behalf of itself, the Sellers, the Depositor and the
Trustee for the benefit of the Certificateholders, when it is necessary to make
claims and receive payments under each Mortgage Insurance Policy. 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.


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            The Master Servicer shall take whatever action is appropriate to
maximize the amounts payable under each Mortgage Insurance Policy and to
service the Covered Mortgage Loans in the manner required by the applicable
Mortgage Insurance Policy. The Master Servicer shall prepare and submit all
claims eligible for submission under each Mortgage Insurance Policy and shall,
except as otherwise specified in this Agreement, perform all of the obligations
of the insured under each Mortgage Insurance Policy. If either Mortgage
Insurance Policy is terminated for any reason other than the exhaustion of its
coverage, or if the financial strength rating of either Mortgage Insurer is
reduced to below investment grade, the Master Servicer will use its best
efforts to obtain a comparable policy from an insurer that is acceptable to the
Rating Agencies. The replacement policy, if available, shall provide coverage
equal to the then remaining coverage of the applicable Mortgage Insurance
Policy. However, if the premium cost of a replacement policy exceeds the
premium cost of that Mortgage Insurance Policy, the coverage amount of the
replacement policy will be reduced so that its premium cost will not exceed the
premium cost of that Mortgage Insurance Policy.

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

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

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


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

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

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

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


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performance by the Depositor of its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.

            Section 3.04 Trustee to Act as Master Servicer.

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

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

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

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


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<PAGE>

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

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

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

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

            (3) all Insurance Proceeds;

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

            (5) all Compensating Interest;

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

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

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

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

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


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

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

            No later than 1:00 p.m. Pacific time on the Master Servicer Advance
Date in each of January 2007, February 2007 and March 2007, CHL shall remit to
the Master Servicer, and the Master Servicer shall deposit in the Certificate
Account, the Seller Shortfall Interest Requirement (if any) for such Master
Servicer Advance Date.

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

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

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

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

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


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

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

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

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


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

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

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

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

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

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


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

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

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

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

                  (iii) [Reserved];

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

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

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

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

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


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

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

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

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

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

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

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

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

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

            (b) The Trustee shall withdraw funds from the Distribution Account
for distribution to the Certificateholders and remittance to the 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


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of Section 8.11). In addition, the Trustee may from time to time make
withdrawals from the Distribution Account for the following purposes:

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

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

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

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

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

                  (vi) to pay to the Co-Trustee, for payment to each Mortgage
            Insurer as provided below, the related Mortgage Insurance Premium;
            and

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

            The Co-Trustee shall pay the applicable Mortgage Insurance Premium
to the related Mortgage Insurer in accordance with the following wiring
instructions:

            Mortgage Guaranty Insurance Corporation, Account #112663706, US
Bank, 777 E. Wisconsin Ave., Milwaukee, Wisconsin 53201, ABA #075000022, Txt:
Attention: Premium Pay - ID 3147644539 deal #2060.

            Republic Mortgage Insurance Company, Account #0006-8879-9128, Bank
of America, ABA #026009593, Attn: Pool/Bulk Team CWABS 2006-24.

            (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 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


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

            Section 3.09 [Reserved].

            Section 3.10 Maintenance of Hazard Insurance.

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

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

            (a) Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has knowledge of
such conveyance, enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect


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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 Co-Trustee the executed original of such substitution or
assumption agreement, which document shall be added to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.

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


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


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

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

            In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that


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

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

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

            The proceeds of any Liquidated Mortgage Loan, as well as any
recovery resulting from a partial collection of Liquidation Proceeds or any
income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Master Servicer for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 3.08(a)(vi) or this
Section 3.12; second, to reimburse the Master Servicer for any unreimbursed
Advances, pursuant


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to Section 3.08(a)(ii) or this Section 3.12; third, to accrued and unpaid
interest (to the extent no Advance has been made for such amount) on the
Mortgage Loan or related REO Property, at the Net Mortgage Rate to the Due Date
occurring in the month in which such amounts are required to be distributed;
and fourth, as a recovery of principal of the Mortgage Loan.

            (c) [Reserved].

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

            Section 3.13 Co-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 Co-Trustee by delivering a Request for File Release. Upon receipt of such
request, the Co-Trustee shall promptly release the related Mortgage File to the
Master Servicer, and the Co-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,


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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 Co-Trustee shall, upon
delivery to the Co-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 Co-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 Co-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 Co-Trustee to be returned to the
Co-Trustee within 21 calendar days after possession thereof shall have been
released by the Co-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
Co-Trustee a Request for File Release or (ii) the Mortgage File or document
shall have been delivered to an attorney or to a public trustee or other public
official as required by law for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property and the
Master Servicer shall have delivered to the Trustee an Officer's Certificate of
a Servicing Officer certifying as to the name and address of the Person to
which the Mortgage File or the documents therein were delivered and the purpose
or purposes of such delivery.

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

            Notwithstanding any other provisions of this Agreement, the Master
Servicer shall transmit to the Co-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


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provisions of this Agreement. The Master Servicer also agrees that it shall not
create, incur or subject any Mortgage File or any funds that are deposited in
the Certificate Account, the Distribution Account, the Carryover Reserve Fund
or in any Escrow Account (as defined in Section 3.06), or any funds that
otherwise are or may become due or payable to the Trustee for the benefit of
the Certificateholders, to any claim, lien, security interest, judgment, levy,
writ of attachment or other encumbrance, or assert by legal action or otherwise
any claim or right of set off against any Mortgage File or any funds collected
on, or in connection with, a Mortgage Loan, except, however, that the Master
Servicer shall be entitled to set off against and deduct from any such funds
any amounts that are properly due and payable to the Master Servicer under this
Agreement.

            Section 3.15 Servicing Compensation.

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

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

            Section 3.16 Access to Certain Documentation.

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

            Section 3.17 Annual Statement as to Compliance.

            (a) The Master Servicer shall deliver to the Depositor and the
Trustee on or before March 15 of each year, commencing with its 2007 fiscal
year, an Officer's Certificate stating, as to the signer thereof, that (i) a
review of the activities of the Master Servicer during


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the preceding calendar year (or applicable portion thereof) and of the
performance of the Master Servicer under this Agreement, has been made under
such officer's supervision and (ii) to the best of such officer's knowledge,
based on such review, the Master Servicer has fulfilled all its obligations
under this Agreement, in all material respects throughout such year (or
applicable portion thereof), or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof and (iii) to the best of such
officer's knowledge, each Subservicer has fulfilled all its obligations under
its Subservicing Agreement in all material respects throughout such year, or,
if there has been a failure to fulfill any such obligation in any material
respect specifying each such failure known to such officer and the nature and
status thereof.

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

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

            Section 3.18 [Reserved].

            Section 3.19 [Reserved].

            Section 3.20 Prepayment Charges.

            (a) Notwithstanding anything in this Agreement to the contrary, in
the event of a Principal Prepayment in full or in part of a Mortgage Loan, the
Master Servicer may not waive any Prepayment Charge or portion thereof required
by the terms of the related Mortgage Note unless (i) such Mortgage Loan is in
default or the Master Servicer believes that such a default is imminent, and
the Master Servicer determines that such waiver would maximize recovery of
Liquidation Proceeds for such Mortgage Loan, taking into account the value of
such Prepayment Charge, or (ii) (A) the enforceability thereof is limited (1)
by bankruptcy, insolvency, moratorium, receivership, or other similar law
relating to creditors' rights generally or (2) due to acceleration in
connection with a foreclosure or other involuntary payment, or (B) the
enforceability is otherwise limited or prohibited by applicable law. In the
event of a Principal Prepayment in full or in part with respect to any Mortgage
Loan, the Master Servicer shall deliver to the Trustee an Officer's Certificate
substantially in the form of Exhibit T no later than the third Business Day
following the immediately succeeding Determination Date with a


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copy to the Class P Certificateholders. If the Master Servicer has waived or
does not collect all or a portion of a Prepayment Charge relating to a
Principal Prepayment in full or in part due to any action or omission of the
Master Servicer, other than as provided above, the Master Servicer shall
deliver to the Trustee, together with the Principal Prepayment in full or in
part, the amount of such Prepayment Charge (or such portion thereof as had been
waived) for deposit into the Certificate Account (not later than 1:00 p.m.
Pacific time on the immediately succeeding Master Servicer Advance Date, in the
case of such Prepayment Charge) for distribution in accordance with the terms
of this Agreement.

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

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

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

            Section 3.21 Swap Contract.

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


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            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 Ratings
Threshold (as defined in the ISDA Master Agreement) or upon the Swap Contract
Administrator obtaining actual knowledge of the rating of the Swap Counterparty
falling below the Required Ratings Threshold (as defined in the ISDA Master
Agreement), the Swap Trustee shall direct the Swap Contract Administrator to
(i) demand payment of the Delivery Amount (as defined in the ISDA Master
Agreement) from the Swap Counterparty on each Valuation Date (as defined in the
ISDA Master Agreement) and perform its other obligations in accordance with the
ISDA Master Agreement and (ii) take such other action required under the ISDA
Master Agreement. If a Delivery Amount is demanded, the Swap Contract
Administrator, in accordance with the Swap Contract Administration Agreement,
shall establish an account to hold cash and other eligible investments pledged
under the ISDA Master Agreement. Any cash or other Eligible Collateral (as
defined in the ISDA Master Agreement) pledged under the ISDA Master Agreement
shall not be part of the Distribution Account or the Swap Account unless
remitted to such accounts by the Swap Contract Administrator in accordance with
the Swap Contract Administration Agreement. If Eligible Collateral with a value
equal to the Delivery Amount is not delivered to the Swap Contract
Administrator by the Swap Counterparty, the Swap Trustee shall direct the Swap
Contract Administrator to notify the Swap Counterparty of such failure.

            Upon the Swap Trustee obtaining actual knowledge of an Event of
Default (as defined in the ISDA Master Agreement) or Termination Event (as
defined in the ISDA Master Agreement) for which the Swap Contract Administrator
has the right to designate an Early Termination Date (as defined in the ISDA
Master Agreement), 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 ISDA Master Agreement 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.

            Any Swap Termination Payment received from the Swap Counterparty
shall be used to pay any upfront amount required under any replacement swap
contract and any excess shall be distributed to CHL and will not be available
to make distributions in respect of any Class of Certificates. In the event
that a replacement swap contract cannot be procured, any Swap


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Termination Payment received from the Swap Counterparty in respect of the
termination of the original Swap Contract shall, in accordance with the Swap
Contract Administration Agreement, 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 such upfront amount remaining after the Swap Contract Termination
Date shall be distributed to CHL and will not be available to make
distributions in respect of any Class of Certificates.

            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. If any
upfront amount is 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, in accordance with the Swap Contract Administration Agreement, 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).

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

                                  ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

            Section 4.01 Advances; Remittance Reports.

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


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

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

            (d) If the Master Servicer determines that it will be unable to
comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately above, it shall use its best efforts to give
written notice thereof to the Trustee (each such notice a "Trustee Advance
Notice"; and such notice may be given by facsimile), not later than 3:00 p.m.,
New York time, on the Business Day immediately preceding the related Master
Servicer Advance Date, specifying the amount that it will be unable to deposit
(each such amount an "Advance Deficiency") and certifying that such Advance
Deficiency constitutes an Advance hereunder and is not a Nonrecoverable
Advance. If the Trustee receives a Trustee Advance Notice on or before 3:30
p.m., (New York time) on a Master Servicer Advance Date, the Trustee shall, not
later than 3:00 p.m., (New York time), on the related Distribution Date,
deposit in the Distribution Account an amount equal to the Advance Deficiency
identified in such Trustee Advance Notice unless it is prohibited from so doing
by applicable law. Notwithstanding the foregoing, the Trustee shall not be
required to make such deposit if the Trustee shall have received written
notification from the Master Servicer that the Master Servicer has deposited or
caused to be deposited in the Certificate Account an amount equal to such
Advance Deficiency. All Advances made by the Trustee pursuant to this Section
4.01(d) shall accrue interest on behalf


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<PAGE>

of the Trustee at the Trustee Advance Rate from and including the date such
Advances are made to but excluding the date of repayment, with such interest
being an obligation of the Master Servicer and not the Trust Fund. The Master
Servicer shall reimburse the Trustee for the amount of any Advance made by the
Trustee pursuant to this Section 4.01(d) together with accrued interest, not
later than 6:00 p.m. (New York time) on the Business Day following the related
Distribution Date. In the event that the Master Servicer does not reimburse the
Trustee in accordance with the requirements of the preceding sentence, the
Trustee shall immediately (i) terminate all of the rights and obligations of
the Master Servicer under this Agreement in accordance with Section 7.01 and
(ii) subject to the limitations set forth in Section 3.04, assume all of the
rights and obligations of the Master Servicer hereunder.

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

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

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

            Section 4.03 [Reserved].

            Section 4.04 Distributions.

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

            (i) from the Interest Funds for Loan Group 1 and Loan Group 2, pro
      rata based on the Interest Funds for each such Loan Group, to the Final
      Maturity Reserve Fund, the Final Maturity Reserve 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;


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            (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; and

            (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, Class M-9
            and Class B Certificates, in that order, the Current Interest for
            each such Class, and

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

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

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

            (A) concurrently:

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

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


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                  (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, Class M-9 and Class B
      Certificates, in that order, in each case until the Certificate Principal
      Balance thereof is reduced to zero; and

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

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

            (A) 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 and Class 2-A Certificates,
      concurrently: (i) to 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) to the Classes of Class 2-A
      Certificates in an amount up to the Class 2-A Principal Distribution
      Amount, allocated in the amounts and order of priority set forth in
      clause (3) below, until the Certificate Principal Balances thereof are
      reduced to zero; provided, however, that if (a) the Certificate Principal
      Balance of the Class 1-A Certificates and/or (b) 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 remaining classes of Senior
      Certificates after distributions from clauses (i) and (ii) above (and, in
      the case of the Class 2-A Certificates, in the amounts and order of
      priority described in clause (3) below), until the Certificate Principal
      Balance(s) thereof is/are reduced to zero;


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            (B) sequentially, to the Class M-1, Class M-2 and Class M-3
      Certificates, in that order, the Combined Class M-1, M-2 and M-3
      Principal Distribution Amount, until the Certificate Principal Balances
      thereof are reduced to zero;

            (C) sequentially, to the Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9 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

            (D) 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, Class 2-A-3
      and Class 2-A-4 Certificates, in that order, in each case until the
      Certificate Principal Balances thereof are reduced to zero.

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

            (1) to the 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 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 each Class of Class A Certificates, pro rata
      based on the Unpaid Realized Loss Amount for each such Class, in an
      amount equal to the Unpaid Realized Loss Amount for each such Class;

            (3) 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, Class M-9 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 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 Classes shall be
      distributed to each Class of Interest-Bearing Certificates with respect
      to which there


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<PAGE>

      remains any unpaid Net Rate Carryover (after the distribution based on
      the 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) if the Final Maturity OC Trigger is in effect, sequentially, in
      the following order of priority:

                  (i) to the Classes of Class A Certificates, pro rata, based
            on the Class 1-A Principal Distribution Amount (in the case of
            clause (x)) and the Class 2-A Principal Distribution Amount (in the
            case of clause (y)), concurrently: (x) to the Class 1-A
            Certificates, until the Certificate Principal Balance thereof is
            reduced to zero, and (y) sequentially, to the Class 2-A-1, Class
            2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, in
            each case, until the Certificate Principal Balance thereof is
            reduced to zero; provided, however, that any amounts remaining
            after such allocation based on the Class 1-A Principal Distribution
            Amount and the Class 2-A Principal Distribution Amount will be
            distributed to the outstanding Class 1-A Certificates or the
            outstanding Classes of Class 2-A Certificates, as the case may be,
            pursuant to clause (x) or clause (y), as the case may be; and

                  (ii) 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, Class M-9
            and Class B Certificates, in that order, in each case until the
            Certificate Principal Balance thereof is reduced to zero;

            (7) 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;

            (8) to the Class C Certificates, the Class C Distributable Amount
      for such Distribution Date; and

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

            (d) On each Distribution Date on or prior to the Swap Contract
Termination Date, following the deposits to the Swap Account pursuant to
Section 4.04(a)(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


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<PAGE>

      due to a Swap Counterparty Trigger Event) payable to the Swap
      Counterparty with respect to such Distribution Date;

            (3) concurrently, to 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 Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 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 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 Classes 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) concurrently, to each Class of Interest-Bearing 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 each Class of Class A Certificates, pro rata,
      based on the remaining Unpaid Realized Loss Amount for each such Class,
      in an amount equal to the remaining Unpaid Realized Loss Amount for each
      such Class;

            (8) 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, Class M-9 and Class B
      Certificates, in that order, in each case in an amount equal to the
      remaining Unpaid Realized Loss Amount for each such Class; and

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

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

            (f) On each Distribution Date, all Prepayment Charges and Master
Servicer Prepayment Charge Payment Amounts shall be distributed to the Class P
Certificates. On the


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<PAGE>

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-9, 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, Class M-9 and Class B
Certificates, in that order, in each case by not more than the amount of the
Unpaid Realized Loss Amount of such Class.

            Holders of Certificates to which any Subsequent Recoveries have
been allocated shall not be entitled to any payment in respect of Current
Interest on the amount of such increases for any Accrual Period preceding the
Distribution Date on which such increase occurs.

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


                                      122
<PAGE>

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

            (i) On the earlier of (i) the Distribution Date in December 2036
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) to the Classes of Class A Certificates, pro rata, based on the
      Class 1-A Principal Distribution Amount (in the case of clause (x)) and
      the Class 2-A Principal Distribution Amount (in the case of clause (y)),
      concurrently: (x) to the Class 1-A Certificates, until the Certificate
      Principal Balance thereof is reduced to zero, and (y) sequentially, to
      the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates,
      in that order, in each case, until the Certificate Principal Balance
      thereof is reduced to zero; provided, however, that any amounts remaining
      after such allocation based on the Class 1-A Principal Distribution
      Amount and the Class 2-A Principal Distribution Amount will be
      distributed to the outstanding Class 1-A Certificates or the outstanding
      Classes of Class 2-A Certificates, as the case may be, pursuant to clause
      (x) or clause (y), as the case may be; and

            (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, Class M-9 and Class B
      Certificates, in that order, until the Certificate Principal Balances
      thereof are reduced to zero; and

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

            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


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<PAGE>

make the above information available to Certificateholders via the Trustee's
website at http://www.bnyinvestorreporting.com.

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

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

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

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

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

            (4) The original issue discount (or, in the case of the Mortgage
      Loans, market discount) or premium accrued or amortized through the end
      of such calendar quarter with respect to each related Class of regular or
      residual interests created hereunder and to the Mortgage Loans, together
      with each constant yield to maturity used in computing the same;

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

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


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<PAGE>

            (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 Termination of a Mortgage Insurance Policy.

            If on any given date the rating of Mortgage Guaranty Insurance
Corporation's claims-paying ability is downgraded below and remains below "AA-"
from S&P or "Aa3" from Moody's, the Master Servicer may direct the Co-Trustee
to terminate the Mortgage Insurance Policy issued by Mortgage Guaranty
Insurance Corporation and the Co-Trustee shall act in accordance with such
direction. The Master Servicer hereby covenants and agrees that it will not
direct the Co-Trustee to exercise its right to terminate such Mortgage
Insurance Policy unless the Co-Trustee obtains a mortgage insurance policy that
meets the following conditions: (i) such mortgage insurance policy must be
issued by a mortgage insurer that has a rating with respect to its
claims-paying ability at or above "AA " from S&P or "Aa3" from Moody's and (ii)
such mortgage insurance policy must cover the related Covered Mortgage Loans
outstanding as of such date.

            In addition, if during the period which the Depositor is required
to file Exchange Act Reports with respect to the Trust Fund, either (a)
Mortgage Guaranty Insurance Corporation shall fail to provide to CHL any
information required to be provided pursuant to Section 2(b) of the Item 1114
Agreement, dated as of November 7, 2006, between CHL, the Depositor, CWMBS,
Inc., CWALT, Inc., CWHEQ, Inc. and Mortgage Guaranty Insurance Corporation,
within the time period required by such agreement, or (b) Republic Mortgage
Insurance Company shall fail to provide to CHL any information required to be
provided pursuant to Section 2(b) of the Item 1114 Agreement, dated as of March
29, 2006, between CHL, the Depositor, CWMBS, Inc., CWALT, Inc., CWHEQ, Inc. and
Republic Mortgage Insurance Company, within the time period required by such
agreement, then the Co-Trustee shall act at the written direction of the
Depositor as to whether to terminate the applicable Mortgage Insurance Policy;
provided, however, that the Co-Trustee shall provide written notice to each
Rating Agency of any such termination. Upon the termination of such Mortgage
Insurance Policy under the circumstances contemplated by this paragraph, CHL
shall assist the Co-Trustee in procuring a replacement mortgage insurance
policy that meets the criteria for a replacement mortgage insurance policy
specified in the preceding paragraph.

            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.


                                      125
<PAGE>

            (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.

            (d) Funds in the Carryover Reserve Fund shall be invested by the
Trustee in The Bank of New York cash reserves. All investments shall be made in
the name of the Trustee, for the benefit of the Holders of the Interest-Bearing
Certificates. Any net investment earnings on such amounts shall be retained
therein until withdrawn as provided in Section 3.08.

            Section 4.08 Credit Comeback Excess Account.

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

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

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

            The Trustee shall not be liable for the amount of any loss incurred
in respect of any investment or lack of investment of funds held in the Credit
Comeback Excess Account and made in accordance with this Section 4.08. The
Credit Comeback Excess Account shall not constitute an asset of any REMIC
created hereunder. The Class C Certificates shall evidence ownership of the
Credit Comeback Excess Account for federal tax purposes.


                                      126
<PAGE>

            Section 4.09 Swap Trust and Swap Account.

            On the Closing Date, there is hereby established a separate trust
(the "Swap Trust"), the assets of which shall consist of the Trustee's rights
and obligations under the Swap Contract Administration Agreement. The Swap
Trust shall be maintained by the Swap Trustee, who initially, shall be the
Trustee. The Swap Trustee shall hold the assets of the Swap Trust in trust for
the benefit of the Holders of the Interest-Bearing Certificates and the Swap
Counterparty. No later than the Closing Date, the Swap Trustee shall establish
and maintain a separate, segregated trust account to be held in the Swap Trust,
titled, "Swap Account, The Bank of New York, as Swap Trustee, in trust for the
Swap Counterparty and the registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-24." 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.

            Section 4.10 Final Maturity Reserve Trust and Final Maturity
Reserve Fund.

            (a) On the Closing Date, there is hereby established a separate
trust (the "Final Maturity Reserve Trust"), the assets of which shall consist
of the Final Maturity Reserve Fund.

            (b) On the Closing Date, the Final Maturity Reserve Trustee shall
establish and maintain in its name, in trust for the benefit of the Holders of
the Interest-Bearing Certificates, the Final Maturity Reserve Fund and shall
deposit $1,000 therein 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
shall not constitute an asset of the Trust Fund or any REMIC created hereunder.

            The Final Maturity Reserve Trustee shall make deposits to and
withdrawals from the Final Maturity Reserve Fund as specified in Section 4.04.


                                      127
<PAGE>

            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 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 Final Maturity Reserve
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 Final Maturity Reserve 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 Final Maturity Reserve 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 4.10.

            The Final Maturity Reserve Trustee may withhold from the amounts
withdrawn from the Final Maturity Reserve Fund pursuant to Section 4.04 the
amount of any taxes that it is authorized to retain pursuant to the third
paragraph of Section 8.11. In addition, the Final Maturity Reserve 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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<PAGE>

                                   ARTICLE V.
                                THE CERTIFICATES

            Section 5.01 The Certificates.

            The Certificates shall be substantially in the forms attached
hereto as Exhibits A-1 through A-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:

<TABLE>
<CAPTION>
                                                                Integral Multiples in        Original Certificate
            Class                  Minimum Denomination           Excess of Minimum            Principal Balance
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
             1-A                          $20,000                        $1                        $423,724,000
            2-A-1                         $20,000                        $1                        $311,010,000
            2-A-2                         $20,000                        $1                         $82,419,000
            2-A-3                         $20,000                        $1                        $208,556,000
            2-A-4                         $20,000                        $1                         $73,683,000
             M-1                          $20,000                        $1                         $50,400,000
             M-2                          $20,000                        $1                         $42,336,000
             M-3                          $20,000                        $1                         $23,520,000
             M-4                          $20,000                        $1                         $21,504,000
             M-5                          $20,000                        $1                         $20,832,000
             M-6                          $20,000                        $1                         $14,784,000
             M-7                          $20,000                        $1                         $15,456,000
             M-8                          $20,000                        $1                          $9,408,000
             M-9                          $20,000                        $1                          $7,392,000
              B                          $100,000                        $1                         $15,456,000
             A-R                         $99.95(1)                       N/A                               $100
              C                             N/A                          N/A                                N/A
              P                             N/A                          N/A                               $100
</TABLE>

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

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


                                      129
<PAGE>

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

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

            (a) The Trustee shall maintain a Certificate Register for the Trust
Fund in which, subject to the provisions of subsections (b) and (c) below and
to such reasonable regulations as it may prescribe, the Trustee shall provide
for the registration of Certificates and of Transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of Transfer of
any Certificate, the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and of like aggregate Percentage Interest.

            At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates that the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of Transfer or exchange shall be accompanied by a written
instrument of Transfer in form satisfactory to the Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.

            No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.

            All Certificates surrendered for registration of Transfer or
exchange shall be canceled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

            (b) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such Certificateholder's
prospective transferee shall (except in connection with any transfer of a
Private Certificate to an affiliate of the Depositor (either directly or
through a nominee) in connection with the initial issuance of the Certificates)
each certify to the Trustee in writing the facts surrounding the Transfer in
substantially the form set forth in Exhibit J-2 (a "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 and in the case of a Class B
Certificate that after the proposed transfer will be a Definitive Certificate)
(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


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Counsel that such Transfer may be made pursuant to an exemption from the
Securities Act; provided, however, that in the case of the delivery of an
Investment Letter in connection with the transfer of any Class C or Class P
Certificate to a transferee that is formed with the purpose of issuing notes
backed by such Class C or Class P Certificate, as the case may be, clause (b)
and (c) of the form of Investment Letter shall not be applicable and shall be
deleted by such transferee. The Depositor shall provide to any Holder of a
Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Co-Trustee, 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 Co-Trustee, 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 beneficial interest in any Class B Certificate that is a
Book-Entry Certificate may be held by any Person that is not a Qualified
Institutional Buyer. Notwithstanding the foregoing, a beneficial interest in a
Class B Certificate that is a Book-Entry Certificate may be transferred by any
Certificate Owner holding such interest to any Institutional Accredited
Investor (other than a Qualified Institutional Buyer) that takes delivery in
the form of a Definitive Certificate upon delivery to the Trustee of (i) such
certifications and/or opinions as are contemplated by the first paragraph of
this Section 5.02(b) and (ii) such written orders and instructions as are
required under the applicable procedures of the Depository to direct the
Trustee to debit the account of a Depository Participant by the denomination of
the transferred interests in such Book-Entry Certificate. Upon delivery to the
Trustee of the certifications and/or opinions contemplated by the first
paragraph of this Section 5.02(b), the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Book-Entry Certificate by the denomination of the transferred
interests in such Book-Entry Certificate, and shall cause a Definitive
Certificate of the same Class as such Book-Entry Certificate, and in a
denomination equal to the reduction in the denomination of such Book-Entry
Certificate, to be executed, authenticated and delivered in accordance with
this Agreement to the applicable transferee. Also notwithstanding the
foregoing, any Class B Certificate that is a Definitive Certificate may be
transferred by any Certificateholder holding such Certificate to any Qualified
Institutional Buyer that takes delivery in the form of a beneficial interest in
a Book-Entry Certificate upon delivery to the Trustee of (i) such
certifications and/or opinions as are contemplated by the first paragraph of
this Section 5.02(b) and (ii) such written orders and instructions as are
required under the applicable procedures of the Depository to direct the
Trustee to credit the account of a Depository Participant by the denomination
of the transferred interests in such Class B Certificate. Upon delivery to the
Trustee of the Definitive Certificate to be transferred and the certifications
and/or opinions contemplated by the first paragraph of this Section 5.02(b),
the Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall increase the denomination of the existing Book-Entry
Certificate for the Class


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B Certificates by the denomination of the transferred interests in such
Definitive Certificate, shall instruct the Depository to credit the account of
the applicable Depository Participant, and shall cause the subject Definitive
Certificate to be cancelled.

            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 written 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 and
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 written representation 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
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


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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 and the Final Maturity Reserve Fund terminate,
no transfer of an Interest-Bearing Certificate that is not an ERISA-Restricted
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 written 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 written 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, the service
provider exemption provided under Section 408(b)(17) of ERISA and Section
4975(d)(20) of the Code or a similar exemption. In the event that such
representation 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.

            Each Plan that acquires a Private Certificate (or any beneficial
interest therein) that is not an ERISA-Restricted Certificate will be required
to deliver to the Trustee or its transferor a representation that it is an
"accredited investor" as defined in Rule 501(a)(1) under the Securities Act,
and each investor that acquires a Private Certificate (or any beneficial
interest therein) that is not an ERISA-Restricted Certificate will be required
to deliver to the Trustee or its transferor an agreement to obtain from its
transferee such a representation and agreement. For purposes of the preceding
sentence, any investor acquiring a Private Certificate (or any beneficial
interest therein) that is not an ERISA-Restricted Certificate shall be deemed
to have made to the Trustee or its transferor the representation and agreement
set forth in the preceding sentence by the transferee's acceptance of such
Certificate (or beneficial interest therein).

            (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


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<PAGE>

      through a nominee) in connection with the initial issuance of the
      Certificates, no Ownership Interest in a Class A-R Certificate may be
      registered or transferred, and the Trustee shall not register the
      Transfer of any Class A-R Certificate, unless the Trustee shall have been
      furnished with 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


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formed hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Class A-R Certificate, by acceptance of
its Ownership Interest, shall be deemed to consent to any amendment of this
Agreement that, based on an Opinion of Counsel furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Class A-R Certificate is not transferred, directly or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Class A-R Certificate that is held by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.

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

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

            Section 5.04 Persons Deemed Owners.

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

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

            If three or more Certificateholders or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such
Certificateholders or Certificate Owners desire to communicate with other
Certificateholders or Certificate Owners with respect


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

            Section 5.06 Book-Entry Certificates.

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

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

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

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

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

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

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

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


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<PAGE>

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


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<PAGE>

Street, New York, New York 10286, Attention: Corporate Trust MBS
Administration, as offices for such purposes. The Trustee will give prompt
written notice to the Certificateholders of any change in such location of any
such office or agency.

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

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

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

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

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

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

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


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<PAGE>

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

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

            Section 6.04 Limitation on Resignation of Master Servicer.

            The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) upon
appointment of a successor servicer that is reasonably acceptable to the
Trustee and the NIM Insurer and the written confirmation from each Rating
Agency (which confirmation shall be furnished to the Depositor, the Trustee and
the NIM Insurer) that such resignation will not cause such Rating Agency to
reduce the then-current rating of the Certificates. Any such determination
pursuant to clause (i) of the preceding sentence permitting the resignation of
the Master Servicer shall be evidenced by an Opinion of Counsel to


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such effect delivered to the Trustee. No resignation of the Master Servicer
shall become effective until the Trustee shall have assumed the Master
Servicer's responsibilities, duties, liabilities (other than those liabilities
arising prior to the appointment of such successor) and obligations under this
Agreement and the Depositor shall have received the information described in
the following sentence. As a condition to the effectiveness of any such
resignation, at least 15 calendar days prior to the effective date of such
resignation, the Master Servicer shall provide (x) written notice to the
Depositor of any successor pursuant to this Section and (y) in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to the resignation of the
Master Servicer.

            Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

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

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

                                  ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

            Section 7.01 Events of Default.

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

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


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            (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


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shall not have been remedied, the Trustee shall, but only at the direction of
the Depositor, terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. The Depositor
shall not be entitled to terminate the rights and obligations of the Master
Servicer if a failure of the Master Servicer to identify a Subcontractor
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB was attributable solely to the role or functions of such
Subcontractor with respect to mortgage loans other than the Mortgage Loans.

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

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

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

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof


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and applicable law including the obligation to make advances pursuant to
Section 4.01. As compensation therefor, the Trustee shall be entitled to all
fees, costs and expenses relating to the Mortgage Loans that the Master
Servicer would have been entitled to if the Master Servicer had continued to
act hereunder. Notwithstanding the foregoing, if the Trustee has become the
successor to the Master Servicer in accordance with Section 7.01 hereof, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances pursuant to Section 4.01 hereof or if it
is otherwise unable to so act, (i) appoint any established mortgage loan
servicing institution reasonably acceptable to the NIM Insurer (as evidenced by
the prior written consent of the NIM Insurer), or (ii) if it is unable for 60
days to appoint a successor servicer reasonably acceptable to the NIM Insurer,
petition a court of competent jurisdiction to appoint any established mortgage
loan servicing institution, the appointment of which does not adversely affect
the then-current rating of the Certificates and the NIM Insurer guaranteed
notes (without giving any effect to any policy or guaranty provided by the NIM
Insurer) by each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Any successor Master Servicer
shall be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, that has been approved by each Mortgage
Insurer if required, 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


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caused by the failure of the Master Servicer to deliver or provide, or any
delay in delivering or providing, any cash, information, documents or records
to it.

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

            In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, or (ii) the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(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 AND THE CO-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.


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

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

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

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

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

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


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            The Trustee hereby represents, warrants, covenants and agrees that,
except as permitted by Article IX hereof, it shall not cause the Trust Fund to
consolidate or amalgamate with, or merge with or into, or transfer all or
substantially all of the Trust Fund to, another Person.

            Section 8.02 Certain Matters Affecting the Trustee.

            (a)   Except as otherwise provided in Section 8.01:

            (1) the Trustee may request and rely upon and shall be protected in
      acting or refraining from acting upon any resolution, Officer's
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      bond or other paper or document believed by it to be genuine and to have
      been signed or presented by the proper party or parties;

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

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

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

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

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


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

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

            (9) the Trustee shall be under no obligation to exercise any of the
      trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of the NIM Insurer or any of the Certificateholders,
      pursuant to the provisions of this Agreement, unless the NIM Insurer or
      such Certificateholders, as applicable, shall have offered to the Trustee
      reasonable security or indemnity against the costs, expenses and
      liabilities that may be incurred therein or thereby.

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

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

            Section 8.03 Trustee Not Liable for Mortgage Loans.

            The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Mortgage Loan or related document or of MERS or the MERS(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.


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            Section 8.04 Trustee May Own Certificates.

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

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

            The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Trustee acting in its
capacity as Trustee hereunder and (B) to the extent that the Trustee must
engage persons not regularly in its employ to perform acts or services on
behalf of the Trust Fund, which acts or services are not in the ordinary course
of the duties of a trustee, paying agent or certificate registrar, in the
absence of a breach or default by any party hereto, the reasonable
compensation, expenses and disbursements of such persons, except any such
expense, disbursement or advance as may arise from its negligence, bad faith or
willful misconduct). The Trustee and any director, officer, employee or agent
of the Trustee shall be indemnified by the Master Servicer and held harmless
against any loss, liability or expense (i) incurred in connection with any
legal action relating to this Agreement or the Certificates, or in connection
with the performance of any of the Trustee's duties hereunder, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Trustee's duties hereunder or by
reason of reckless disregard of the Trustee's obligations and duties hereunder
or (ii) resulting from any error in any tax or information return prepared by
the Master Servicer. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder.

            Section 8.06 Eligibility Requirements for Trustee.

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


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affiliate of the Master Servicer other than the Trustee in its role as
successor to the Master Servicer.

            Section 8.07 Resignation and Removal of Trustee.

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

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

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

            The Holders evidencing at least 51% of the Voting Rights of each
Class of Certificates may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered by the successor Trustee to


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the Master Servicer one complete set to the Trustee so removed, one complete
set to the successor so appointed and one complete set to the Depositor,
together with a written description of the basis for such removal. Notice of
any removal of the Trustee shall be given to each Rating Agency by the
successor Trustee.

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

            Section 8.08 Successor Trustee.

            Any successor trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, its predecessor
trustee and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. In addition, if the Swap Contract is still
outstanding, the Person appointed as successor trustee shall execute,
acknowledge and deliver to the predecessor trustee, CHL and the Master Servicer
an instrument accepting the appointment as successor Swap Contract
Administrator under the Swap Contract Administration Agreement.

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

            Section 8.09 Merger or Consolidation of Trustee.

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

            As a condition to the effectiveness of any merger or consolidation,
at least 15 calendar days prior to the effective date of any merger or
consolidation of the Trustee, the


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

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing any Mortgage Note may at
the time be located, the Master Servicer and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee and reasonably acceptable to the NIM
Insurer to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and to vest in such Person or Persons, in such capacity and for the benefit of
the Certificateholders, such title to the Trust Fund or any part thereof,
whichever is applicable, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment, or the NIM Insurer shall
not have approved such appointment, within 15 days after receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and be
continuing, the Trustee shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.

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

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

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

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


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

            Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.

            Section 8.11 Tax Matters.

            It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC created
pursuant to the Preliminary Statement qualifies as, a "real estate mortgage
investment conduit" as defined in and in accordance with the REMIC Provisions.
In furtherance of such intention, the Trustee covenants and agrees that it
shall act as agent (and the Trustee is hereby appointed to act as agent) on
behalf of the Trust Fund and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Returns (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to each REMIC created hereunder containing such information and at
the times and in the manner as may be required by the Code or state or local
tax laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and
in such manner as may be required thereby; (b) within thirty days of the
Closing Date, furnish or cause to be furnished to the Internal Revenue Service,
on Forms 8811 or as otherwise may be required by the Code, the name, title,
address, and telephone number of the person that the Holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such Form, and update such
information at the time or times in the manner required by the Code for the
Trust Fund; (c) make or cause to be made elections, on behalf of each REMIC
created hereunder to be treated as a REMIC on the federal tax return of each
such REMIC for its first taxable year (and, if necessary, under applicable
state law); (d) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if necessary,
state tax authorities, all information returns and reports as and when required
to be provided to them in accordance with the REMIC Provisions, including
without limitation, the calculation of any original issue discount using the
Prepayment Assumption; (e) provide information necessary for the computation of
tax imposed on the transfer of a Class A-R Certificate to a Person that is not
a Permitted Transferee, or an agent


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(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 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


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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.

      The Trustee shall treat the Carryover Reserve Fund and the Swap Trust,
including the Swap Account, as outside reserve funds within the meaning of
Treasury Regulation 1.860G-2(h), neither of which is an asset of any REMIC
created hereunder. The Carryover Reserve Fund shall be treated as owned by the
Class C Certificateholders and the Swap Trust, including the Swap Account,
shall be treated as owned by the Class C Certificateholders. The rights of the
Holders of each Class of Certificates (other than the Class P and Class A-R
Certificates) to receive payments from, and the deemed obligations of such
Holders to make payments to, the Carryover Reserve Fund or the Swap Trust,
including the Swap Account, shall be treated as rights and obligations with
respect to notional principal contracts written by the Holders of the Class C
Certificates in respect of any Net Rate Carryover distributed pursuant to
Sections 4.04(c)(4), and (ii) the Swap Counterparty in respect of any Net Rate
Carryover funded by the Swap Contract and in respect of any residual payments
from such Swap Contract received by the Class C Certificates. Thus, the
Certificates (other than the Class P and Class A-R Certificates), shall be
treated as representing ownership of Master REMIC regular interests coupled
with contractual rights and obligations within the meaning of Treasury
Regulation 1.860G-2(i). For purposes of determining the issue price of the
various Master REMIC regular interests, the Trustee shall treat the $2,600,000
upfront amount received by CHL from the Swap Counterparty in connection with
the execution of the Confirmation as an additional amount paid by the
Certificateholders for the Master REMIC regular interests. Any differences in
the distributions to a Certificateholder (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 treat the entitlement to Credit Comeback Excess Amounts
as owned by the Holders of the Class C Certificates and not as an asset of, or
interest in, any REMIC created hereunder. Further, the Trustee shall treat any
payments of Credit Comeback Excess Amounts to Persons other than the Holders of
the Class C Certificates as payments made by the Holders of the Class C
Certificates pursuant to a credit enhancement contract under Treasury
Regulation 1.860G-2(c). The Trustee shall also treat any amount payable to a
Class C Certificate with respect to the STR-C-OC Interest as deposited into the
Carryover Reserve Fund.


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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. Beginning on the Distribution Date in January
2017, the Trustee shall treat any monies payable to the Class C
Certificateholders with respect to their interest in the STR-C-40 Year IO, as
first paid to the Class C Certificates and then deposited in the Final Maturity
Reserve Fund. Any monies payable on the STR-C-40 Year IO in excess of the Final
Maturity Required Deposit shall be the "Excess Deposit." For income tax
purposes, to the extent the amount of any Excess Deposit is payable to Holders
of Certificates other than the Class C Certificates, such amount shall be
treated as payable to such Holders as Net Rate Carryover and any remaining
amount of Excess Deposit shall be treated as payable to the Holders of the
Class C Certificates. Any other monies received by the Holders of the
Interest-Bearing Certificates from the Final Maturity Reserve Fund will be
treated as monies paid by the Holders of the Class C Certificates to acquire
the Interest-Bearing Certificates receiving such monies. Thus, with respect to
such other monies, the Interest-Bearing 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 and the Trustee shall treat the rights of the holders of the
Interest-Bearing Certificates to receive such other monies from the Final
Maturity Reserve Fund as rights in forward purchase contracts entered into with
the Holders of the Class C Certificates.

            Section 8.12 Co-Trustee.

            (a) The Co-Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Co-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 required by this
Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Co-Trustee shall take action as it
deems appropriate to have the instrument corrected. In addition, the Co-Trustee
shall act as the insured under each Mortgage Insurance Policy and hereby
directs the Master Servicer, on behalf of the Co-Trustee, to take all actions
appropriate or required of the Co-Trustee under each Mortgage Insurance Policy,
other than the payment of each Mortgage Insurance Premium and obtaining the
approval of each Mortgage Insurer with respect to the appointment of a
successor servicer.


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            (b) No provision of this Agreement shall be construed to relieve
the Co-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) the duties and obligations of the Co-Trustee shall be
      determined solely by the express provisions of this Agreement with the
      exception of Section 8.10, the Co-Trustee shall not be liable,
      individually or as Co-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 Co-Trustee and the Co-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 Co-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; and

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

            (c)   Except as otherwise provided in paragraph (b) above:

            (1) the Co-Trustee may request and rely upon and shall be protected
      in acting or refraining from acting upon any resolution, Officer's
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      bond or other paper or document believed by it to be genuine and to have
      been signed or presented by the proper party or parties;

            (2) the Co-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 Co-Trustee shall not be liable, individually or as
      Co-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) the Co-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;

            (5) the Co-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; and


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            (6) the Co-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.

            (d) The recitals contained herein shall be taken as the statements
of the Depositor or the Master Servicer, as the case may be, and the Co-Trustee
assumes no responsibility for their correctness. The Co-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. The
Co-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.

            (e) The Co-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 Co-Trustee.

            (f) The Master Servicer covenants and agrees (i) to pay to the
Co-Trustee from time to time, and the Co-Trustee shall be entitled to, such
compensation as shall be agreed in writing by the Master Servicer and the
Co-Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Co-Trustee and
(ii) to pay or reimburse the Co-Trustee, upon its request, for all reasonable
expenses, disbursements and advances incurred or made by the Co-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 Co-Trustee acting in its capacity as Co-Trustee hereunder and (B) to the
extent that the Co-Trustee must engage persons not regularly in its employ to
perform acts or services on behalf of the Trust Fund, which acts or services
are not in the ordinary course of the duties of a trustee, paying agent or
certificate registrar, in the absence of a breach or default by any party
hereto, the reasonable compensation, expenses and disbursements of such
persons, except any such expense, disbursement or advance as may arise from its
negligence, bad faith or willful misconduct). The Co-Trustee and any director,
officer, employee or agent of the Co-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 Co-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 Co-Trustee's duties hereunder or by reason of reckless disregard of the
Co-Trustee's obligations and duties hereunder and (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 Co-Trustee hereunder.

            (g) The Co-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


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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 8.12
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 Co-Trustee shall
cease to be eligible in accordance with the provisions of this Section 8.12,
the Co-Trustee shall resign immediately in the manner and with the effect
specified in paragraph (h) below. The corporation or national banking
association serving as Co-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.

            (h) The Co-Trustee may at any time resign and be discharged from
the trusts hereby created by giving 30 days prior written notice of resignation
to the Trustee, the Depositor and the Master Servicer. Upon such resignation
the Trustee (x) may appoint a successor Co-Trustee meeting the requirements in
paragraph (g) above and acceptable to the Master Servicer and the NIM Insurer
(in their sole discretion), so long as such Co-Trustee executes and delivers to
the other parties hereto an instrument agreeing to be bound by the provisions
of this Agreement or (y) may if permitted by the Master Servicer (in its sole
discretion) assume the rights and duties of the resigning Co-Trustee so long as
the Trustee executes and delivers an instrument to that effect.

            Section 8.13 Access to Records of the Trustee.

            The Trustee and the Co-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 or the Co-Trustee in respect of its duties under this Agreement
and access to officers of the Trustee and the Co-Trustee responsible for
performing its duties. Upon request, the Trustee or the Co-Trustee shall
furnish the Depositor, the Master Servicer, the NIM Insurer and any requesting
Certificate Owner with its most recent financial statements. The Trustee and
the Co-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 and the
Co-Trustee's respective 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 or
the Co-Trustee and are not obligated to supervise the performance of the
Trustee or the Co-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


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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 and Section 9.04, the Trust Fund shall
terminate and the obligations and responsibilities of the Depositor, the Master
Servicer, the Sellers, the Trustee and the Co-Trustee created hereby with
respect to the Trust Fund shall terminate upon the earliest 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) at
a price (the "Termination Price") equal to the sum of (i) 100% of the Stated
Principal Balance of each Mortgage Loan (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 (up to the Stated
Principal Balance of the related Mortgage Loan), such appraisal to be conducted
by an appraiser mutually agreed upon by the Terminator and the Trustee, (iv)
any remaining unpaid costs and damages incurred by the Trust Fund that arises
out of an actual violation of any predatory or abusive lending law or
regulation and (v) if the Terminator is the NIM Insurer, any unreimbursed
Servicing Advances, and the principal portion of any unreimbursed Advances,
made on the Mortgage Loans prior to the exercise of such repurchase, (b) the
purchase by the Winning Bidder of all of the Mortgage Loans (and REO
Properties) after a Successful Auction is conducted pursuant to Section 9.04
and the related auction proceeds are distributed pursuant to Section 9.02(c)
and (c) 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 the
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.

            Notwithstanding anything set forth herein to the contrary
(including, without limitation, in Section 9.04), the right to purchase all
Mortgage Loans and REO Properties by the Terminator or the Winning Bidder
pursuant to clause (a) or clause (b) of the immediately preceding paragraph, as
the case may be, 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, (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


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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 and (3) only in case of a purchase by the
Master Servicer pursuant to clause (a) of the immediately preceding paragraph,
the absence of a request for an auction, or the absence of a Successful
Auction, of the Mortgage Loans and REO Properties pursuant to Section 9.04.

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

            Section 9.02 Final Distribution on the Certificates.

      (a)   Timing of Notice of Final Distribution, Auction or Optional
            Termination.

            (1) If on any Determination Date, 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, then
      the Master Servicer shall direct the Trustee promptly to send a final
      distribution notice to each Certificateholder in accordance with Section
      9.02(b). 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 or before the Business Day
      prior to the applicable Distribution Date, net of any amounts permitted
      to be withdrawn pursuant to Section 3.08(a). Upon such final deposit with
      respect to the Trust Fund and the receipt by the Trustee of a Request for
      File Release therefor, the Co-Trustee shall promptly release to the
      Master Servicer the Mortgage Files for the Mortgage Loans.

            (2) If the Directing Certificateholder chooses to exercise its
      right to cause an auction pursuant to Section 9.04, then the Directing
      Certificateholder shall provide written notice to the Master Servicer no
      later than the first day of the calendar month in which such auction is
      to be conducted. If a Successful Auction is held pursuant to the
      requirements of Section 9.04, then the Trustee shall distribute the
      proceeds of the Successful Auction that have been remitted to the
      Distribution Account to the Certificateholders pursuant to Sections 4.04
      and 9.04 hereof on the Distribution Date in the calendar month
      immediately following the calendar month in which the Successful Auction
      occurs.

            (3) If the Directing Certificateholder does not exercise its right
      to cause an auction pursuant to Section 9.04 and the Terminator (after
      prior written notice to the Master Servicer if the Terminator is the NIM
      Insurer) elects to terminate the Trust Fund pursuant to Section 9.01,
      then at least 20 days prior to the date notice is to be mailed to
      Certificateholders in accordance with Section 9.02(b), the Terminator
      shall notify the Depositor and the Trustee of (a) its election to
      terminate the Trust Fund, (b) the Distribution Date on which it intends
      to terminate the Trust Fund pursuant to Section 9.01 and (c) the
      applicable purchase price of the Mortgage Loans and REO Properties. In


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      the event such notice is given, the Terminator shall remit to the Master
      Servicer, on or before the Business Day prior to the final Distribution
      Date, for deposit into the Certificate Account, the Termination Price.
      The Master Servicer shall cause all funds in the Certificate Account,
      including the Termination Price, net of any amounts permitted to be
      withdrawn pursuant to Section 3.08(a), to be remitted to the Trustee for
      deposit in the Distribution Account on or before the Business Day prior
      to the applicable Distribution Date. Upon such final deposit with respect
      to the Trust Fund and the receipt by the Trustee of a Request for File
      Release therefor, the Co-Trustee shall promptly release to the Master
      Servicer the Mortgage Files for the Mortgage Loans.

            (b) Timing of Notice to Certificateholders of Termination. Notice
of any termination of the Trust Fund (whether because of a Successful Auction,
Optional Termination or otherwise), specifying the Distribution Date on which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Trustee by letter
to Certificateholders mailed not earlier than the 10th day and no later than
the 15th day of the month immediately preceding the month of such final
distribution. Any such notice shall specify (i) the Distribution Date upon
which final distribution on the Certificates will be made upon presentation and
surrender of such Certificates at the office therein designated, (ii) the
amount of such final distribution, (iii) the location of the office or agency
at which such presentation and surrender must be made, and (iv) 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 Master Servicer will give
such notice to each Rating Agency and the Swap Counterparty at the time such
notice is given to Certificateholders.

            (c) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Certificateholders of each Class,
in each case on the final Distribution Date and in the order and priority set
forth in Section 4.04 (and with respect to the Class C Certificates after a
Successful Auction, Sections 9.04(g) and (k)) hereof and in proportion to their
respective Percentage Interests from the Distribution Account (and, if
applicable, the Carryover Reserve Fund) an amount equal to (i) as to each Class
of Regular Certificates, the Certificate Principal Balance thereof plus accrued
interest thereon (or on its Notional Amount, if applicable) in the case of an
interest-bearing Certificate and (ii) as to the Class A-R Certificates, the
amount, if any, which remains on deposit in the Distribution Account (other
than the amounts retained to meet claims) after application pursuant to clause
(i) above. 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.

            (d) In the event that any affected Certificateholders shall not
surrender their respective 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 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


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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 Certificates
shall not have been surrendered for cancellation, the Class A-R Certificates
shall be entitled to all unclaimed funds and other assets of the Trust Fund
that remain subject to this Agreement.

            Section 9.03 Additional Termination Requirements.

            (a) In the event the Terminator exercises its purchase option as
provided in Section 9.01 or there is a Successful Auction pursuant to Section
9.04, 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 (or the Directing
Certificateholder, in the case of a Successful Auction), 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" on
any REMIC as defined in Section 860F of the Code, or (ii) cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

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

            (2) Within 90 days after the time of adoption of such a plan of
      complete liquidation, the Trustee shall sell all of the assets of the
      Trust Fund to the Terminator (or the Winning Bidder in the case of a
      Successful Auction) for cash in accordance with Section 9.01 and, if
      applicable, Section 9.04.

            (b) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Master Servicer to prepare and the Trustee to adopt and
sign a plan of complete liquidation 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 any 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 to take such other action in connection
therewith as may be reasonably requested by the Terminator or the Directing
Certificateholder, as applicable.

            Section 9.04 Auction of the Mortgage Loans and REO Properties.


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            (a) On or after the Optional Termination Date, the Holder of the
largest Percentage Interest of the Class C Certificates (the "Directing
Certificateholder"), at its option, may by written instruction direct the
Master Servicer to direct the Trustee to solicit bids in a commercially
reasonable manner from Qualified Bidders for the purchase of the Mortgage Loans
and any REO Properties owned by the Trust Fund. The Directing Certificateholder
shall provide written notice to the Master Servicer as provided in Section
9.02(a)(2). Any such direction by the Directing Certificateholder shall (i) be
made in writing and (ii) include contact information for the Directing
Certificateholder. Upon receipt of any direction from the Directing
Certificateholder meeting the requirements of the immediately preceding
sentence, the Trustee shall commence the auction process described in this
Section 9.04. The Trustee may engage a financial advisor, which financial
advisor may be CHL or one of its affiliates, in order to perform any of the
duties of the Trustee specified in Section 9.04. To effectuate such sale, the
Trustee (or such financial advisor) shall follow the procedures specified in
Section 9.04(b) below. The Trustee shall facilitate the sale of the assets in
the Trust Fund to the Winning Bidder so long as the Trustee (or any financial
advisor on its behalf) has received at least three bids from Qualified Bidders
and at least one such bid is at least equal to the Acceptable Bid Amount. In
the event the auction is not a Successful Auction, the Trustee may repeat this
process periodically thereafter as directed by the Directing Certificateholder
until a Successful Auction is conducted or the Terminator purchases all of the
Mortgage Loans and REO Properties pursuant to Section 9.01. The Trustee shall
be reimbursed for its reasonable costs, including expenses associated with
engaging any financial advisor, from the Directing Certificateholder if the
auction is not a Successful Auction, and, if the auction is a Successful
Auction, from the proceeds of the auction before the proceeds are distributed
to Certificateholders.

            The Trustee, upon inquiry from the Master Servicer, agrees to
provide the Master Servicer with the Percentage Interest of Class C
Certificates held by the Directing Certificateholder.

            If CHL or any of its affiliates is the Directing Certificateholder,
such Directing Certificateholder shall not have the right to direct the Trustee
to solicit bids for the purchase of the Mortgage Loans and any REO Properties
owned by the Trust Fund.

            (b) The Trustee (or any financial advisor on its behalf) shall
solicit bids for the purchase of assets owned by the Trust Fund as provided in
Section 9.04(a) not later than two Business Days following receipt of the
Directing Certificateholder's written instruction by contacting by telephone or
in writing at least three Qualified Bidders and requesting that each Qualified
Bidder bid on the Mortgage Loans and REO Properties owned by the Trust Fund (on
a non-recourse basis with no representations or warranties of any nature
whatsoever made by the Trustee (or such financial advisor)) and providing to
the Qualified Bidder any information relating to the Mortgage Loans and REO
Properties owned by the Trust Fund reasonably requested by such Qualified
Bidder, subject to the Qualified Bidder's written agreement not to use such
information in the purchase or sale of Certificates (it being understood no
Qualified Bidder shall be obligated to submit a bid or take any other action in
connection with any auction). The Master Servicer shall cooperate with the
Trustee (and any financial advisor on its behalf) during the auction process.
At 1:00 p.m. New York time on the second Business Day after the date on which
bids are last solicited (such second day, the "Bid Determination Date"),


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the Trustee (or any financial advisor on its behalf) shall determine the
highest bid based on the bids received by the Trustee (or any financial advisor
on its behalf) on or before such time.

            (c) If the highest of the bids that are submitted by Qualified
Bidders are less than the Minimum Auction Amount, then the Trustee shall
promptly inform the Directing Certificateholder of the amount of the shortfall
and indicate that the Directing Certificateholder must notify the Trustee
within 24 hours whether it will contribute the amount of such difference (such
difference being the "Auction Supplement Amount") so that the auction will be a
Successful Auction. If the highest of the bids that are submitted by Qualified
Bidders is equal to or greater than the Minimum Auction Amount, or if the
Directing Certificateholder notifies the Trustee within 24 hours of its receipt
of notice as described in the previous sentence that it will contribute the
Auction Supplement Amount, then the Trustee (or any financial advisor on its
behalf) shall notify promptly (but in any event no later than 3:00 p.m. New
York time on the Business Day following the Bid Determination Date) the Winning
Bidder that its bid was the highest bid and shall provide wiring instructions
for payment of the bid amount into the Certificate Account by 12:00 p.m. New
York time on the second Business Day following the Bid Determination Date and,
if applicable, provide the Directing Certificateholder with wiring instructions
for payment of the Auction Supplement Amount into the Certificate Account by
such time.

            (d) If such Winning Bidder does not wire the bid amount so that it
is received in the Certificate Account in immediately available funds by 12:00
p.m. New York time on the second Business Day following the Bid Determination
Date, the Trustee shall repeat the process specified in the preceding paragraph
with respect to the second highest bid, but only if such bid is at least the
Minimum Auction Amount or the Directing Certificateholder agrees to pay the new
Auction Supplement Amount. If no other bids are available to be accepted
pursuant to the preceding sentence, or if the amount remitted by the Winning
Bidder plus any Auction Supplement Amount remitted by the Directing
Certificateholder is less than the Minimum Auction Amount, then the auction
shall be considered to have failed for all purposes.

            (e) The Trustee shall not be liable with regard to the selection or
engagement of, or for any act or omission of, a financial advisor pursuant to
this Section 9.04 if the Trustee engages CHL to be such financial advisor.

            (f) In the event of a Successful Auction and so long as the Winning
Bidder has wired its bid amount (and the Directing Certificateholder has wired
any Auction Supplement Amount, if applicable) to the Certificate Account as
provided above, then the Trustee shall promptly convey to the Winning Bidder
the Mortgage Loans and REO Properties owned by the Trust Fund. The Master
Servicer shall take all reasonable actions requested by the Trustee to effect
such conveyance, including remitting to the Distribution Account from the
Certificate Account, on the Business Day prior to the Distribution Date on
which final distribution on the Certificates is required to be paid under this
Agreement, all amounts on deposit in the Certificate Account, net of any
amounts permitted to be withdrawn pursuant to Section 3.08(a) and amounts owing
to the Trustee in reimbursement of its reasonable costs, including expenses
associated with engaging any financial advisor, incurred in connection with the
auction process. Such amounts owed to the Trustee shall be withdrawn from the
Certificate Account by the Master Servicer and paid to the Trustee.


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            (g) Any amount paid by the Winning Bidder in excess of the Minimum
Auction Amount shall be distributed by the Trustee pro rata to the Class C
Certificates on the Distribution Date on which the final distribution on the
Certificates is made.

            (h) In the event of a Successful Auction and to the extent the Swap
Contract is still outstanding, the Directing Certificateholder shall either:

            (1) if any Swap Termination Payment would be payable by the Swap
      Contract Administrator to the Swap Counterparty were the Swap Contract to
      be terminated following final distribution on the Certificates, either:

                  (A) pay to the Swap Contract Administrator any such Swap
            Termination Payment; or

                  (B) accept assignment of the Swap Contract to the extent that
            the Directing Certificateholder is an acceptable counterparty for
            the Swap Counterparty;

            (2) if any Swap Termination Payment would be payable by the Swap
      Counterparty to the Swap Contract Administrator were the Swap Contract to
      be terminated following final distribution on the Certificates, either

                  (A) (i) if the Directing Certificateholder does not own 100%
            of the Class C Certificates, accept assignment of the Swap Contract
            to the extent that the Directing Certificateholder is an acceptable
            counterparty for the Swap Counterparty and pay to the Swap Contract
            Administrator the Swap Termination Payment that would be owed to
            the Swap Contact Administrator by the Swap Counterparty if the Swap
            Contract were terminated by the Swap Contract Administrator
            following distribution on the Certificates or (ii) if the Directing
            Certificateholder owns 100% of the Class C Certificates, accept
            assignment of the Swap Contract to the extent that the Directing
            Certificateholder is an acceptable counterparty for the Swap
            Counterparty; or

                  (B) instruct the Swap Contract Administrator to accept from
            the Swap Counterparty any Swap Termination Payment that would be
            owed to the Swap Contract Administrator.

            (i) Any amounts paid to the Swap Contract Administrator pursuant to
subsection (h)(2) above shall be distributed to the Class C Certificates, pro
rata, based on entitlement, by the Swap Contract Administrator.

            (j) The Master Servicer may purchase the Mortgage Loans and REO
Properties owned by the Trust Fund for its own account pursuant to Section 9.01
or consent to the NIM Insurer's purchase of the Mortgage Loans and REO
Properties owned by the Trust Fund pursuant to Section 9.01 only if (1) the
Directing Certificateholder chooses not to request an auction as described
above or if the immediately preceding auction is unsuccessful or (2) the Master
Servicer notifies the Directing Certificateholder no later than 30 days prior
to the date on which the Master Servicer or the NIM Insurer, as applicable,
intends to effect the purchase of the


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Mortgage Loans and REO Properties owned by the Trust Fund and the Directing
Certificateholder does not direct the Trustee to conduct an auction prior to
the end of that 30-day period.

            (k) If the Directing Certificateholder pays any Auction Supplement
Amount pursuant to Section 9.04(c) or any Swap Termination Payment pursuant to
Section 9.04(h)(1)(A), on the final Distribution Date any amounts to be
distributed to the Class C Certificates pursuant to Section 4.02 will be
distributed as follows, first to the Directing Certificateholder, in an amount
up to the sum of such Auction Supplement Amount and such Swap Termination
Payment and second to the Class C Certificates, pro rata. For federal income
tax purposes, such Auction Supplement Amount and such Swap Termination Payment
so distributed shall be deemed paid pro rata to the Class C Certificates, and
the portion of such amounts deemed distributed to holders of the Class C
Certificates other than the Directing Certificateholder shall be deemed paid
from such other holders to the Directing Certificateholder.

                                   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, the Trustee and the Co-Trustee with the
consent of the NIM Insurer, without the consent of any of the
Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein, (iii) to conform this Agreement to the Prospectus Supplement
or the Prospectus, (iv) to modify, alter, amend, add to or rescind any of the
terms or provisions contained in this Agreement to comply with any rules or
regulations promulgated by the Securities and Exchange Commission from time to
time, or (v) to make such other provisions with respect to matters or questions
arising under this Agreement, as shall not be inconsistent with any other
provisions herein if such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder; provided that any such amendment shall be deemed not to
adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of the respective ratings then assigned to the Certificates, it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely affect
in any material respect the interests of the Certificateholders.
Notwithstanding the foregoing, no amendment that significantly changes the
permitted activities of the trust created by this Agreement may be made without
the consent of Certificateholders representing not less than 51% of the Voting
Rights of each Class of Certificates affected by such amendment. Each party to
this Agreement hereby agrees that it will cooperate with each other party in
amending this Agreement pursuant to clause (iv) above.


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

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

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

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

            It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent


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shall approve the substance thereof. The manner of obtaining such consents and
of evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.

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

            Section 10.02 Recordation of Agreement; Counterparts.

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

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

            Section 10.03 Governing Law.

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

            Section 10.04 Intention of Parties.

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


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Trustee, for the benefit of the Certificateholders and the Swap Counterparty,
of a security interest in all of the assets that constitute the Trust Fund,
whether now owned or hereafter acquired.

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

            (b)   The Depositor hereby represents that:

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

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

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

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

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


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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
Co-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 Co-Trustee. Upon discovery by the Depositor or the
Trustee of a breach of any of the foregoing representations and warranties set
forth in subsection (b) above, which breach materially and adversely affects
the interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency.

            Section 10.05 Notices.

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

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

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

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

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

                  (5) The final payment to Certificateholders.

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

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

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

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

            (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4016, Attention: Josh Adler, 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) 225-4016, Attention: Josh Adler, 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


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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 2006-24, or such
other address as the Trustee may hereafter furnish to the parties hereto; (vii)
in the case of the Co-Trustee, The Bank of New York Trust Company, N.A., 5730
Katella Avenue, Cypress, California 90630, Attention: MBS Support Services, or
such other address as the Co-Trustee may hereafter furnish to the Depositor,
the Master Servicer and the Trustee; (viii) 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, Deutsche Bank AG, New York Branch,
60 Wall Street, New York, NY 10005, or such other address as may be hereafter
furnished by the Swap Counterparty. Notices to Certificateholders shall be
deemed given when mailed, first postage prepaid, to their respective addresses
appearing in the Certificate Register.

            Section 10.06 Severability of Provisions.

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

            Section 10.07 Assignment.

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

            Section 10.08 Limitation on Rights of Certificateholders.

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


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

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

            Section 10.09 Inspection and Audit Rights.

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


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            Section 10.10 Certificates Nonassessable and Fully Paid.

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

            Section 10.11 Rights of NIM Insurer.

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

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

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

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

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

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

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

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


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


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                                  ARTICLE XI.
                             EXCHANGE ACT REPORTING

            Section 11.01 Filing Obligations.

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

            Section 11.02 Form 10-D Filings.

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

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


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

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

            Section 11.03 Form 8-K Filings.

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

            Section 11.04 Form 10-K Filings.

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

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


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

            Section 11.05 Sarbanes-Oxley Certification.

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

            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.


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            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 Y 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


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      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 Y 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 prior 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


                                      179
<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.


                                      180
<PAGE>

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

                                  CWABS, INC.,
                                         as Depositor


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


                                  COUNTRYWIDE HOME LOANS, INC.,
                                         as a Seller


                                  By:    /s/  Darren Bigby
                                         -----------------------------------
                                         Name:  Darren Bigby
                                         Title: Executive Vice President


                                  PARK MONACO INC.,
                                         as a Seller


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


                                  PARK SIENNA LLC,
                                         as a Seller


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

<PAGE>

                                  COUNTRYWIDE HOME LOANS SERVICING LP,
                                         as Master Servicer

                                  By:  COUNTRYWIDE GP, INC.


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


                                  THE BANK OF NEW YORK,
                                  as Trustee


                                  By:    /s/  Michelle Penson
                                         -----------------------------------
                                         Name:  Michelle Penson
                                         Title: Vice President


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


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

<PAGE>

                                  THE BANK OF NEW YORK TRUST COMPANY, N.A.
                                  as Co-Trustee



                                  By:    /s/  Ernest Ulate Jr.
                                         -----------------------------------
                                         Name:  Ernest Ulate Jr.
                                         Title: Vice President

<PAGE>

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

            On this 29th day of December, 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 Executive Vice President of Countrywide Home
Loans, Inc., one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within instrument.

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

                                                 /s/  Glenda Daniel
                                              ---------------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

            On this 29th day of December, 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.

                                                 /s/  Glenda Daniel
                                              ---------------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

            On this 29th day of December, 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.

                                                 /s/  Glenda Daniel
                                              ---------------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

            On this 29th day of December, 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.

                                                 /s/  Glenda Daniel
                                              ---------------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

            On this 29th day of December, 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.

                                                 /s/  Glenda Daniel
                                              ---------------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

            On this 29th day of December, 2006 before me, a notary public in
and for said State, appeared Michelle Penson, personally known to me on the
basis of satisfactory evidence to be a Vice President of The Bank of New York,
a New York banking corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

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

                                                 /s/  Joanna Ferreri
                                              ---------------------------------
                                                        Notary Public


[Notarial Seal]

<PAGE>

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

            On this 29th day of December, 2006 before me, a notary public in
and for said State, appeared Paul Connolly, personally known to me on the basis
of satisfactory evidence to be a Vice President of The Bank of New York, a New
York banking corporation that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

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

                                                 /s/  Joanna Ferreri
                                              ---------------------------------
                                                        Notary Public


[Notarial Seal]

<PAGE>

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

            On this 29th day of December, 2006, before me, a notary public in
and for said State, appeared Ernest Ulate Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of The Bank of New York
Trust Company, N.A., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such corporation executed the
within instrument.

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

                                     /s/  Nathan Harvey Reddicks Jr.
                               -----------------------------------------------
                                               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 2006-24

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 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, the undersigned, as Trustee, and The
Bank of New York Trust Company, N.A., as Co-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 Co-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


                                      182
<PAGE>

                                  EXHIBIT G-2

                    FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]



            Re:   CWABS Asset-Backed Certificates, Series 2006-24

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 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, the undersigned, as Trustee, and The
Bank of New York Trust Company, N.A., as Co-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], 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 Co-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 thereon the presence of the MIN of the [Initial


                                     G-2-1
<PAGE>

Mortgage Loan][Subsequent Mortgage Loan] and language indicating that the
[Initial Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan, with evidence of
recording indicated thereon, or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;

            (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2006-24, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of December 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 2006-24

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
December 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, the undersigned, as Trustee, and The Bank of New York Trust
Company, N.A., as Co-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) it 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 2006-24, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of December 1, 2006, without recourse" or a
copy of such assignment, with recording information,


                                     G-3-1
<PAGE>

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

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

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

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

                                                     The Bank of New York,
                                                            as Trustee



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


                                     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 2006-24

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 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, the undersigned, as Trustee, and The
Bank of New York Trust Company, N.A., as Co-Trustee, the undersigned hereby
certifies that, as to each Subsequent Mortgage Loan listed in the Loan Number
and Borrower Identification Mortgage Loan Schedule (other than any Subsequent
Mortgage Loan paid in full or listed in the attached list of exceptions) the
Trustee has received:

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

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

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

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of


                                     G-4-1
<PAGE>

the Subsequent Mortgage Loans identified on the Loan Number and Borrower
Identification Mortgage Loan Schedule or (ii) the collectibility, insurability,
effectiveness or suitability of any such Subsequent Mortgage Loan.

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

                                                     The Bank of New York,
                                                            as Trustee



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


                                     G-4-2

<PAGE>

                                   EXHIBIT H

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Master Servicer]

[Sellers]


            Re:   CWABS Asset-Backed Certificates, Series 2006-24

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 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, the undersigned, as Trustee, and The
Bank of New York Trust Company, N.A., as Co-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 [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) it 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 2006-24, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of December 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 December 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, The Bank of New York, as Trustee, and The Bank of New York
Trust Company, N.A., as Co-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 2006-24

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 December 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, The Bank of New York,
as Trustee, and The Bank of New York Trust Company, N.A., as Co-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 2006-24, 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 December 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, The Bank of New York, as Trustee, and The Bank of New York Trust
Company, N.A., as Co-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 2006-24, 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) (I) 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) (A) (if the
above-captioned Certificates are ERISA-Restricted Certificates) 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, or (B) (if the above-captioned Certificates are not
ERISA-Restricted Certificates) it is an "accredited investor" as defined in
Rule 501(a)(1) under the Act, and (II) we will obtain from our transferee such
a representation and agreement described in this clause (d), (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


                                      K-1
<PAGE>

accordance with clause (g) below), (f) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3)the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling
and Servicing Agreement.

            All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of December 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, The Bank of New York,
as Trustee, and The Bank of New York Trust Company, N.A., as Co-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 2006-24, 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) (I) 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) (A) (if the
above-captioned Certificates are ERISA-Restricted Certificates) 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, or (B) (if the above-captioned Certificates are not
ERISA-Restricted Certificates) it is an "accredited investor" as defined in
Rule 501(a)(1) under the Act, and (II) we will obtain from our transferee such
a representation and agreement described in this clause (d), (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


                                      L-1
<PAGE>

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

            All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of December 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, The Bank of New York,
as Trustee, and The Bank of New York Trust Company, N.A., as Co-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 2006-24, 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 December 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, The Bank of New York,
as Trustee, and The Bank of New York Trust Company, N.A., as Co-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 2006-24

__________________________________________ 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,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New
York Trust Company N.A., as Co-Trustee, have entered in the Pooling and
Servicing Agreement, dated as of December 1, 2006 (the "Pooling and Servicing
Agreement"), relating to the CWABS, Inc. Asset-Backed Certificates, Series
2006-24 (capitalized terms not otherwise defined herein are used as defined in
the Pooling and Servicing Agreement);

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

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

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

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

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

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

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

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


                                      P-1
<PAGE>

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

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


                                      P-2
<PAGE>

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



                                       CWABS, INC.,
                                          as Depositor



                                       By: __________________________________
                                           Name:
                                           Title:



                                       COUNTRYWIDE HOME LOANS, INC.,
                                           as a Seller



                                       By: __________________________________
                                           Name:
                                           Title:



                                       PARK MONACO INC.,
                                           as a Seller



                                       By: __________________________________
                                           Name:
                                           Title:



                                       PARK SIENNA LLC,
                                           as a Seller



                                       By: __________________________________
                                           Name:
                                           Title:


                                      P-3
<PAGE>

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



                                       By: __________________________________
                                           Name:
                                           Title:


                                      P-4
<PAGE>

                                                                        Annex I

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


                                      P-5
<PAGE>

                                   EXHIBIT Q

                                   [RESERVED]



                                      Q-1

<PAGE>

                                   EXHIBIT R

                                   [RESERVED]



                                      R-1

<PAGE>

                                  EXHIBIT S-1

                                   [RESERVED]




                                      S-1

<PAGE>

                                  EXHIBIT S-2

                                   [RESERVED]




                                     S-1-1

<PAGE>

                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                           ASSET-BACKED CERTIFICATES,
                                 Series 2006-24

                                              [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 December 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, The Bank of New York, as Trustee, and The Bank of New York
Trust Company, N.A., as Co-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 W

                           FORM OF MONTHLY STATEMENT

                          [On file with the Trustee.]



                                     W-1-1

<PAGE>

                                  EXHIBIT X-1

                       FORM OF PERFORMANCE CERTIFICATION
                                 (Subservicer)

      Re:   The Pooling and Servicing Agreement dated as of December 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, The Bank of New York, as
            Trustee, and The Bank of New York Trust Company, N.A., as
            Co-Trustee, and [Subservicing Agreement] dated as of [ ] (the
            "Agreement")

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

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

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

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

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

                                     X-1-1

<PAGE>

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




                                       Date:    _________________________



                                       By: ________________________________
                                       Name:
                                       Title:


                                     X-1-2

<PAGE>

                                  EXHIBIT X-2

                       FORM OF PERFORMANCE CERTIFICATION
                                   (Trustee)

      Re:   The Pooling and Servicing Agreement dated as of December 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, The Bank of New York, as
            Trustee, and The Bank of New York Trust Company, N.A., as
            Co-Trustee

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

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

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

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

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


                                     X-2-1
<PAGE>

      independently verify or confirm the accuracy, completeness or correctness
      of the information provided by the Master Servicer;

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

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


                                          Date:    _________________________



                                          By:  ________________________________
                                          Name:
                                          Title:


                                     X-2-2

<PAGE>

                                   EXHIBIT Y

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

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


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                          Servicing Criteria                                               Applicable Servicing
                                                                                                                 Criteria
-----------------------------------------------------------------------------------------------------------------------------------
      Reference                                            Criteria
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                              <C>
                                               General Servicing Considerations
-----------------------                                                                                  --------------------------
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance or other
                        triggers and events of default in accordance with the transaction agreements.
-----------------------                                                                                  --------------------------
1122(d)(1)(ii)          If any material servicing activities are outsourced to third parties, policies
                        and procedures are instituted to monitor the third party's performance and
                        compliance with such servicing activities.
-----------------------                                                                                  --------------------------
1122(d)(1)(iii)         Any requirements in the transaction agreements to maintain a back-up servicer
                        for the mortgage loans are maintained.
-----------------------                                                                                  --------------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions policy is in effect on the party
                        participating in the servicing function throughout the reporting period in the
                        amount of coverage required by and otherwise in accordance with the terms of
                        the transaction agreements.
-----------------------                                                                                  --------------------------
                                              Cash Collection and Administration
-----------------------                                                                                  --------------------------
1122(d)(2)(i)           Payments on mortgage loans are deposited into the appropriate custodial bank
                        accounts and related bank clearing accounts no more than two business days
                        following receipt, or such other number of days specified in the transaction
                        agreements.
-----------------------                                                                                  --------------------------
1122(d)(2)(ii)          Disbursements made via wire transfer on behalf of an obligor or to an investor
                        are made only by authorized personnel.
-----------------------                                                                                  --------------------------
1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows or
                        distributions, and any interest or other fees charged for such advances, are
                        made, reviewed and approved as specified in the transaction agreements.
-----------------------                                                                                  --------------------------
                        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
1122(d)(2)(iv)          transaction agreements.
-----------------------                                                                                  --------------------------
1122(d)(2)(v)           Each custodial account is maintained at a federally insured depository
                        institution as set forth in the transaction agreements. For purposes of this
                        criterion, "federally insured depository institution" with respect to a
                        foreign financial institution means a foreign financial institution that meets
                        the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                                  --------------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized access.
-----------------------                                                                                  --------------------------
</TABLE>


                                      Y-1
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                          Servicing Criteria                                               Applicable Servicing
                                                                                                                 Criteria
-----------------------------------------------------------------------------------------------------------------------------------
      Reference                                            Criteria
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                              <C>
1122(d)(2)(vii)         Reconciliations are prepared on a monthly basis for all asset-backed
                        securities related bank accounts, including custodial accounts and related
                        bank clearing accounts. These reconciliations are (A) mathematically accurate;
                        (B) prepared within 30 calendar days after the bank statement cutoff date, or
                        such other number of days specified in the transaction agreements; (C)
                        reviewed and approved by someone other than the person who prepared the
                        reconciliation; and (D) contain explanations for reconciling items. These
                        reconciling items are resolved within 90 calendar days of their original
                        identification, or such other number of days specified in the transaction
                        agreements.
-----------------------                                                                                  --------------------------
                                              Investor Remittances and Reporting
-----------------------                                                                                  --------------------------
1122(d)(3)(i)           Reports to investors, including those to be filed with the Commission, are
                        maintained in accordance with the transaction agreements and applicable
                        Commission requirements. Specifically, such reports (A) are prepared in
                        accordance with timeframes and other terms set forth in the transaction
                        agreements; (B) provide information calculated in accordance with the terms
                        specified in the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with investors' or the
                        trustee's records as to the total unpaid principal balance and number of
                        mortgage loans serviced by the Servicer.
-----------------------                                                                                  --------------------------
1122(d)(3)(ii)          Amounts due to investors are allocated and remitted in accordance with
                        timeframes, distribution priority and other terms set forth in the transaction
                        agreements.
-----------------------                                                                                  --------------------------
                        Disbursements made to an investor are posted within two business days to the
                        Servicer's investor records, or such other number of days specified in the
1122(d)(3)(iii)         transaction agreements.
-----------------------                                                                                  --------------------------
                        Amounts remitted to investors per the investor reports agree with cancelled
1122(d)(3)(iv)          checks, or other form of payment, or custodial bank statements.
-----------------------                                                                                  --------------------------
                                                   Pool Asset Administration
-----------------------                                                                                  --------------------------
1122(d)(4)(i)            Collateral or security on mortgage loans is maintained as required by the
                        transaction agreements or related mortgage loan documents.
-----------------------                                                                                  --------------------------
                        Mortgage loan and related documents are safeguarded as required by the
1122(d)(4)(ii)          transaction agreements
-----------------------                                                                                  --------------------------
1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are made, reviewed
                        and approved in accordance with any conditions or requirements in the
                        transaction agreements.
-----------------------                                                                                  --------------------------
1122(d)(4)(iv)          Payments on mortgage loans, including any payoffs, made in accordance with the
                        related mortgage loan documents are posted to the Servicer's obligor records
                        maintained no more than two business days after receipt, or such other number
                        of days specified in the transaction agreements, and allocated to principal,
                        interest or other items (e.g., escrow) in accordance with the related mortgage
                        loan documents.
-----------------------                                                                                  --------------------------
1122(d)(4)(v)           The Servicer's records regarding the mortgage loans agree with the Servicer's
                        records with respect to an obligor's unpaid principal balance.
-----------------------                                                                                  --------------------------
1122(d)(4)(vi)          Changes with respect to the terms or status of an obligor's mortgage loans
                        (e.g., loan modifications or re-agings) are made, reviewed and approved by
                        authorized personnel in accordance with the transaction agreements and related
                        pool asset documents.
-----------------------                                                                                  --------------------------
1122(d)(4)(vii)         Loss mitigation or recovery actions (e.g., forbearance plans, modifications
                        and deeds in lieu of foreclosure, foreclosures and repossessions, as
                        applicable) are initiated, conducted and concluded in accordance with the
                        timeframes or other requirements established by the transaction agreements.
-----------------------                                                                                  --------------------------
</TABLE>


                                      Y-2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                          Servicing Criteria                                               Applicable Servicing
                                                                                                                 Criteria
-----------------------------------------------------------------------------------------------------------------------------------
      Reference                                            Criteria
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                              <C>
1122(d)(4)(viii)        Records documenting collection efforts are maintained during the period a
                        mortgage loan is delinquent in accordance with the transaction agreements.
                        Such records are maintained on at least a monthly basis, or such other period
                        specified in the transaction agreements, and describe the entity's activities
                        in monitoring delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency is deemed
                        temporary (e.g., illness or unemployment).
-----------------------                                                                                  --------------------------
1122(d)(4)(ix)          Adjustments to interest rates or rates of return for mortgage loans with
                        variable rates are computed based on the related mortgage loan documents.
-----------------------                                                                                  --------------------------
1122(d)(4)(x)           Regarding any funds held in trust for an obligor (such as escrow accounts):
                        (A) such funds are analyzed, in accordance with the obligor's mortgage loan
                        documents, on at least an annual basis, or such other period specified in the
                        transaction agreements; (B) interest on such funds is paid, or credited, to
                        obligors in accordance with applicable mortgage loan documents and state laws;
                        and (C) such funds are returned to the obligor within 30 calendar days of full
                        repayment of the related mortgage loans, or such other number of days
                        specified in the transaction agreements.
-----------------------                                                                                  --------------------------
1122(d)(4)(xi)          Payments made on behalf of an obligor (such as tax or insurance payments) are
                        made on or before the related penalty or expiration dates, as indicated on the
                        appropriate bills or notices for such payments, provided that such support has
                        been received by the servicer at least 30 calendar days prior to these dates,
                        or such other number of days specified in the transaction agreements.
-----------------------                                                                                  --------------------------
1122(d)(4)(xii)         Any late payment penalties in connection with any payment to be made on behalf
                        of an obligor are paid from the servicer's funds and not charged to the
                        obligor, unless the late payment was due to the obligor's error or omission.
-----------------------                                                                                  --------------------------
                        Disbursements made on behalf of an obligor are posted within two business days
                        to the obligor's records maintained by the servicer, or such other number of
1122(d)(4)(xiii)        days specified in the transaction agreements.
-----------------------                                                                                  --------------------------
1122(d)(4)(xiv)          Delinquencies, charge-offs and uncollectible accounts are recognized and
                        recorded in accordance with the transaction agreements.
-----------------------                                                                                  --------------------------
                        Any external enhancement or other support, identified in Item 1114(a)(1)
                        through (3)or Item 1115 of Regulation AB, is maintained as set forth in the
1122(d)(4)(xv)          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>
-----------------------------------------------------------------------------------------------------------------------------------
Characteristic                                                               Applicable         Loan Group 1       Loan Group 2
                                                                               Section
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>                 <C>
Single-Family Detached Dwellings                                             2.03(b)(32)            76.02%             65.73%
-----------------------------------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings                                                2.03(b)(32)             4.34%              5.11%
-----------------------------------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units                                                   2.03(b)(32)             5.44%              1.02%
-----------------------------------------------------------------------------------------------------------------------------------
High-Rise Condominium Units                                                  2.03(b)(32)             0.23%              0.05%
-----------------------------------------------------------------------------------------------------------------------------------
Manufactured Housing                                                         2.03(b)(32)             0.00%              0.29%
-----------------------------------------------------------------------------------------------------------------------------------
PUDs                                                                         2.03(b)(32)            13.97%             20.52%
-----------------------------------------------------------------------------------------------------------------------------------
Earliest Origination Date                                                    2.03(b)(33)           6/26/2006           6/6/2006
-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Penalty                                                           2.03(b)(35)            69.22%             71.10%
-----------------------------------------------------------------------------------------------------------------------------------
Investor Properties                                                          2.03(b)(36)             3.81%              4.53%
-----------------------------------------------------------------------------------------------------------------------------------
Primary Residences                                                           2.03(b)(36)            95.36%             94.29%
-----------------------------------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate                                                 2.03(b)(48)            5.500%              3.50%
-----------------------------------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate                                                2.03(b)(48)            13.90%             13.00%
-----------------------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate                                       2.03(b)(48)             8.21%              8.16%
-----------------------------------------------------------------------------------------------------------------------------------
Lowest Gross Margin                                                          2.03(b)(50)           14.991%              2.25%
-----------------------------------------------------------------------------------------------------------------------------------
Highest Gross Margin                                                         2.03(b)(50)            8.136%             14.25%
-----------------------------------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin                                                2.03(b)(50)            6.539%              6.02%
-----------------------------------------------------------------------------------------------------------------------------------
Date on or before which each Initial Mortgage Loan has a                     2.03(b)(51)          2/1/2007           2/1/2007
Due Date
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                         Adjustable Rate Mortgage Loans
                                              (other than Two-Year,
                         Applicable         Three-Year and Five-Year       Two-Year Hybrid   Three-Year Hybrid   Five-Year Hybrid
  Adjustment Date          Section           Hybrid Mortgage Loans)        Mortgage Loans      Mortgage Loans     Mortgage Loans
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>                                <C>               <C>                 <C>
    Latest Next
  Adjustment Date        2.03(b)(34)                1/1/2017                  1/1/2009            1/1/2010           1/1/2012
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    S-II-1

<PAGE>

                                  SCHEDULE III

                            40-YEAR TARGET SCHEDULE



<PAGE>



                                         40-Year
       Month of Distribution Date       Target ($)
       --------------------------       ----------
               January 2017             43,103,573
              February 2017             42,507,969
                 March 2017             41,920,454
                 April 2017             41,340,919
                   May 2017             40,769,255
                  June 2017             40,205,357
                  July 2017             39,649,121
                August 2017             39,100,441
             September 2017             38,559,217
               October 2017             38,025,347
              November 2017             37,498,733
              December 2017             36,979,276
               January 2018             36,466,879
              February 2018             35,961,448
                 March 2018             35,462,887
                 April 2018             34,971,105
                   May 2018             34,486,010
                  June 2018             34,007,511
                  July 2018             33,535,520
                August 2018             33,069,947
             September 2018             32,610,707
               October 2018             32,157,715
              November 2018             31,710,885
              December 2018             31,270,134
               January 2019             30,835,381
              February 2019             30,406,543
                 March 2019             29,983,542
                 April 2019             29,566,298
                   May 2019             29,154,734
                  June 2019             28,748,772
                  July 2019             28,348,338
                August 2019             27,953,356
             September 2019             27,563,752
               October 2019             27,179,455
              November 2019             26,800,391
              December 2019             26,426,491
               January 2020             26,057,685
              February 2020             25,693,903
                 March 2020             25,335,079
                 April 2020             24,981,144


                                    S-III-1
<PAGE>

                                         40-Year
       Month of Distribution Date       Target ($)
       --------------------------       ----------
                   May 2020             24,632,032
                  June 2020             24,287,680
                  July 2020             23,948,021
                August 2020             23,612,993
             September 2020             23,282,533
               October 2020             22,956,580
              November 2020             22,635,071
              December 2020             22,317,948
               January 2021             22,005,151
              February 2021             21,696,621
                 March 2021             21,392,301
                 April 2021             21,092,133
                   May 2021             20,796,062
                  June 2021             20,504,033
                  July 2021             20,215,989
                August 2021             19,931,878
             September 2021             19,651,646
               October 2021             19,375,242
              November 2021             19,102,612
              December 2021             18,833,706
               January 2022             18,568,474
              February 2022             18,306,865
                 March 2022             18,048,831
                 April 2022             17,794,324
                   May 2022             17,543,296
                  June 2022             17,295,698
                  July 2022             17,051,487
                August 2022             16,810,614
             September 2022             16,573,036
               October 2022             16,338,707
              November 2022             16,107,583
              December 2022             15,879,622
               January 2023             15,654,780
              February 2023             15,433,015
                 March 2023             15,214,285
                 April 2023             14,998,550
                   May 2023             14,785,769
                  June 2023             14,575,901
                  July 2023             14,368,907
                August 2023             14,164,749
             September 2023             13,963,388
               October 2023             13,764,786
              November 2023             13,568,905
              December 2023             13,375,709


                                    S-III-2

<PAGE>

                                         40-Year
       Month of Distribution Date       Target ($)
       --------------------------       ----------
               January 2024             13,185,162
              February 2024             12,997,227
                 March 2024             12,811,870
                 April 2024             12,629,054
                   May 2024             12,448,746
                  June 2024             12,270,912
                  July 2024             12,095,519
                August 2024             11,922,532
             September 2024             11,751,920
               October 2024             11,583,650
              November 2024             11,417,691
              December 2024             11,254,011
               January 2025             11,092,580
              February 2025             10,933,366
                 March 2025             10,776,340
                 April 2025             10,621,473
                   May 2025             10,468,734
                  June 2025             10,318,095
                  July 2025             10,169,528
                August 2025             10,023,004
             September 2025              9,878,496
               October 2025              9,735,976
              November 2025              9,595,417
              December 2025              9,456,793
               January 2026              9,320,078
              February 2026              9,185,245
                 March 2026              9,052,270
                 April 2026              8,921,126
                   May 2026              8,791,789
                  June 2026              8,664,235
                  July 2026              8,538,439
                August 2026              8,414,377
             September 2026              8,292,027
               October 2026              8,171,363
              November 2026              8,052,365
              December 2026              7,935,008
               January 2027              7,819,272
              February 2027              7,705,133
                 March 2027              7,592,570
                 April 2027              7,481,562
                   May 2027              7,372,088
                  June 2027              7,264,126
                  July 2027              7,157,657
                August 2027              7,052,659

                                    S-III-3

<PAGE>

                                         40-Year
       Month of Distribution Date       Target ($)
       --------------------------       ----------
             September 2027              6,949,114
               October 2027              6,847,000
              November 2027              6,746,299
              December 2027              6,646,992
               January 2028              6,549,059
              February 2028              6,452,482
                 March 2028              6,357,243
                 April 2028              6,263,323
                   May 2028              6,170,704
                  June 2028              6,079,369
                  July 2028              5,989,299
                August 2028              5,900,479
             September 2028              5,812,891
               October 2028              5,726,518
              November 2028              5,641,344
              December 2028              5,557,352
               January 2029              5,474,526
              February 2029              5,392,851
                 March 2029              5,312,310
                 April 2029              5,232,889
                   May 2029              5,154,572
                  June 2029              5,077,343
                  July 2029              5,001,189
                August 2029              4,926,095
             September 2029              4,852,045
               October 2029              4,779,027
              November 2029              4,707,025
              December 2029              4,636,027
               January 2030              4,566,018
              February 2030              4,496,984
                 March 2030              4,428,913
                 April 2030              4,361,792
                   May 2030              4,295,607
                  June 2030              4,230,346
                  July 2030              4,165,996
                August 2030              4,102,545
             September 2030              4,039,980
               October 2030              3,978,290
              November 2030              3,917,462
              December 2030              3,857,485
               January 2031              3,798,347
              February 2031              3,740,036
                 March 2031              3,682,542
                 April 2031              3,625,853

                                    S-III-4

<PAGE>

                                         40-Year
       Month of Distribution Date       Target ($)
       --------------------------       ----------
                   May 2031              3,569,959
                  June 2031              3,514,847
                  July 2031              3,460,509
                August 2031              3,406,932
             September 2031              3,354,108
               October 2031              3,302,024
              November 2031              3,250,673
              December 2031              3,200,042
               January 2032              3,150,123
              February 2032              3,100,906
                 March 2032              3,052,381
                 April 2032              3,004,538
                   May 2032              2,957,369
                  June 2032              2,910,865
                  July 2032              2,865,015
                August 2032              2,819,812
             September 2032              2,775,246
               October 2032              2,731,308
              November 2032              2,687,991
              December 2032              2,645,285
               January 2033              2,603,182
              February 2033              2,561,674
                 March 2033              2,520,753
                 April 2033              2,480,410
                   May 2033              2,440,639
                  June 2033              2,401,430
                  July 2033              2,362,777
                August 2033              2,324,671
             September 2033              2,287,106
               October 2033              2,250,073
              November 2033              2,213,566
              December 2033              2,177,577
               January 2034              2,142,099
              February 2034              2,107,125
                 March 2034              2,072,649
                 April 2034              2,038,663
                   May 2034              2,005,161
                  June 2034              1,972,136
                  July 2034              1,939,581
                August 2034              1,907,490
             September 2034              1,875,858
               October 2034              1,844,676
              November 2034              1,813,940
              December 2034              1,783,643


                                    S-III-5

<PAGE>

                                         40-Year
       Month of Distribution Date       Target ($)
       --------------------------       ----------
               January 2035              1,753,779
              February 2035              1,724,342
                 March 2035              1,695,326
                 April 2035              1,666,726
                   May 2035              1,638,536
                  June 2035              1,610,749
                  July 2035              1,583,362
                August 2035              1,556,367
             September 2035              1,529,760
               October 2035              1,503,536
              November 2035              1,477,688
              December 2035              1,452,213
               January 2036              1,427,104
              February 2036              1,402,357
                 March 2036              1,377,967
                 April 2036              1,353,928
                   May 2036              1,330,237
                  June 2036              1,306,888
                  July 2036              1,283,876
                August 2036              1,261,197
             September 2036              1,238,846
               October 2036              1,216,820
              November 2036              1,195,112
              December 2036              1,173,719


                                    S-III-6