Exhibit 4.1
                                                                   -----------


                                                             EXECUTION VERSION


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



                                 CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                    Seller

                               PARK MONACO INC.,
                                    Seller

                               PARK SIENNA LLC,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                                      and


                             THE BANK OF NEW YORK,
                                    Trustee


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

                        POOLING AND SERVICING AGREEMENT

                          Dated as of January 1, 2006

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

                   ASSET-BACKED CERTIFICATES, SERIES 2006-1




<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----

                                               ARTICLE I.
                                              DEFINITIONS

<S>            <C>                                                                        <C>
Section 1.01   Defined Terms.................................................................8
Section 1.02   Certain Interpretive Provisions..............................................55

                                              ARTICLE II.
                      CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01   Conveyance of Mortgage Loans.................................................55
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..............................................................68
Section 2.04   Representations and Warranties of the Depositor..............................86
Section 2.05   Delivery of Opinion of Counsel in Connection with Substitutions
               and Repurchases..............................................................87
Section 2.06   Authentication and Delivery of Certificates..................................88
Section 2.07   Covenants of the Master Servicer.............................................88

                                              ARTICLE III.
                             ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01   Master Servicer to Service Mortgage Loans....................................89
Section 3.02   Subservicing; Enforcement of the Obligations of Master Servicer..............90
Section 3.03   Rights of the Depositor, the Sellers, the Certificateholders,
               the NIM Insurer and the Trustee in Respect of the Master Servicer............91
Section 3.04   Trustee to Act as Master Servicer............................................92
Section 3.05   Collection of Mortgage Loan Payments; Certificate Account;
               Distribution Account; Pre-Funding Account; Seller Shortfall
               Interest Requirement.........................................................92
Section 3.06   Collection of Taxes, Assessments and Similar Items; Escrow Accounts..........96
Section 3.07   Access to Certain Documentation and Information Regarding the
               Mortgage Loans...............................................................96
Section 3.08   Permitted Withdrawals from the Certificate Account, Distribution
               Account, Carryover Reserve Fund and the Principal Reserve Fund...............97
Section 3.09   [Reserved]...................................................................99
Section 3.10   Maintenance of Hazard Insurance..............................................99
Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption Agreements...................100
Section 3.12   Realization Upon Defaulted Mortgage Loans; Determination of Excess
               Proceeds and Realized Losses; Repurchase of Certain Mortgage Loans..........101
Section 3.13   Trustee to Cooperate; Release of Mortgage Files.............................105
Section 3.14   Documents, Records and Funds in Possession of Master Servicer to be
               Held for the Trustee........................................................106


                                              i

<PAGE>

Section 3.15   Servicing Compensation......................................................107
Section 3.16   Access to Certain Documentation.............................................107
Section 3.17   Annual Statement as to Compliance...........................................107
Section 3.18   The Corridor Contract.......................................................108
Section 3.19   Prepayment Charges..........................................................109
Section 3.20   Swap Contract...............................................................110

                                              ARTICLE IV.
                           DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01   Advances; Remittance Reports................................................111
Section 4.02   Reduction of Servicing Compensation in Connection with Prepayment
               Interest Shortfalls.........................................................113
Section 4.03   [Reserved]..................................................................113
Section 4.04   Distributions...............................................................113
Section 4.05   Monthly Statements to Certificateholders....................................122
Section 4.06   [Reserved]..................................................................123
Section 4.07   Carryover Reserve Fund......................................................123
Section 4.08   [Reserved]..................................................................124
Section 4.09   Swap Trust and Swap Account.................................................124

                                               ARTICLE V.
                                            THE CERTIFICATES

Section 5.01   The Certificates............................................................125
Section 5.02   Certificate Register; Registration of Transfer and Exchange of
               Certificates................................................................126
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates...........................131
Section 5.04   Persons Deemed Owners.......................................................131
Section 5.05   Access to List of Certificateholders' Names and Addresses...................131
Section 5.06   Book-Entry Certificates.....................................................132
Section 5.07   Notices to Depository.......................................................133
Section 5.08   Definitive Certificates.....................................................133
Section 5.09   Maintenance of Office or Agency.............................................133

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

Section 6.01   Respective Liabilities of the Depositor, the Master Servicer and
               the Sellers.................................................................134
Section 6.02   Merger or Consolidation of the Depositor, the Master Servicer
               or the Sellers..............................................................134
Section 6.03   Limitation on Liability of the Depositor, the Sellers, the Master
               Servicer, the NIM Insurer and Others........................................134
Section 6.04   Limitation on Resignation of Master Servicer................................135
Section 6.05   Errors and Omissions Insurance; Fidelity Bonds..............................136


                                              ii

<PAGE>

                                              ARTICLE VII.
                                DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01   Events of Default...........................................................136
Section 7.02   Trustee to Act; Appointment of Successor....................................138
Section 7.03   Notification to Certificateholders..........................................140

                                             ARTICLE VIII.
                                         CONCERNING THE TRUSTEE

Section 8.01   Duties of Trustee...........................................................140
Section 8.02   Certain Matters Affecting the Trustee.......................................141
Section 8.03   Trustee Not Liable for Mortgage Loans.......................................143
Section 8.04   Trustee May Own Certificates................................................143
Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses..........................143
Section 8.06   Eligibility Requirements for Trustee........................................144
Section 8.07   Resignation and Removal of Trustee..........................................144
Section 8.08   Successor Trustee...........................................................145
Section 8.09   Merger or Consolidation of Trustee..........................................146
Section 8.10   Appointment of Co-Trustee or Separate Trustee...............................146
Section 8.11   Tax Matters.................................................................148
Section 8.12   Access to Records of the Trustee............................................150
Section 8.13   Suits for Enforcement.......................................................151

                                              ARTICLE IX.
                                              TERMINATION

Section 9.01   Termination upon Liquidation or Repurchase of all Mortgage Loans............151
Section 9.02   Final Distribution on the Certificates......................................152
Section 9.03   Additional Termination Requirements.........................................153

                                               ARTICLE X.
                                        MISCELLANEOUS PROVISIONS

Section 10.01  Amendment...................................................................154
Section 10.02  Recordation of Agreement; Counterparts......................................156
Section 10.03  Governing Law...............................................................156
Section 10.04  Intention of Parties........................................................156
Section 10.05  Notices.....................................................................157
Section 10.06  Severability of Provisions..................................................158
Section 10.07  Assignment..................................................................158
Section 10.08  Limitation on Rights of Certificateholders..................................159
Section 10.09  Inspection and Audit Rights.................................................159
Section 10.10  Certificates Nonassessable and Fully Paid...................................160
Section 10.11  Rights of NIM Insurer.......................................................160

                                             iii


<PAGE>


                                              ARTICLE XI.
                                         EXCHANGE ACT REPORTING

Section 11.01  Filing Obligations..........................................................162
Section 11.02  Form 10-D Filings...........................................................162
Section 11.03  Form 8-K Filings............................................................163
Section 11.04  Form 10-K Filings...........................................................163
Section 11.05  Sarbanes-Oxley Certification................................................164
Section 11.06  Form 15 Filing..............................................................165
Section 11.07  Report on Assessment of Compliance and Attestation..........................165
Section 11.08  Use of Subservicers and Subcontractors......................................166
Section 11.09  Amendments..................................................................167
</TABLE>


Exhibits
--------

EXHIBIT A            Forms of Certificates
    EXHIBIT A-1      Form of Class AF-1 Certificate
    EXHIBIT A-2      Form of Class AF-2 Certificate
    EXHIBIT A-3      Form of Class AF-3 Certificate
    EXHIBIT A-4      Form of Class AF-4 Certificate
    EXHIBIT A-5      Form of Class AF-5 Certificate
    EXHIBIT A-6      Form of Class AF-6 Certificate
    EXHIBIT A-7      Form of Class MF-1 Certificate
    EXHIBIT A-8      Form of Class MF-2 Certificate
    EXHIBIT A-9      Form of Class MF-3 Certificate
    EXHIBIT A-10     Form of Class MF-4 Certificate
    EXHIBIT A-11     Form of Class MF-5 Certificate
    EXHIBIT A-12     Form of Class MF-6 Certificate
    EXHIBIT A-13     Form of Class MF-7 Certificate
    EXHIBIT A-14     Form of Class MF-8 Certificate
    EXHIBIT A-15     Form of Class BF Certificate
    EXHIBIT A-16     Form of Class AV-1 Certificate
    EXHIBIT A-17     Form of Class AV-2 Certificate
    EXHIBIT A-18     Form of Class AV-3 Certificate
    EXHIBIT A-19     Form of Class MV-1 Certificate
    EXHIBIT A-20     Form of Class MV-2 Certificate
    EXHIBIT A-21     Form of Class MV-3 Certificate
    EXHIBIT A-22     Form of Class MV-4 Certificate
    EXHIBIT A-23     Form of Class MV-5 Certificate
    EXHIBIT A-24     Form of Class MV-6 Certificate
    EXHIBIT A-25     Form of Class MV-7 Certificate
    EXHIBIT A-26     Form of Class MV-8 Certificate
    EXHIBIT A-27     Form of Class BV Certificate
EXHIBIT B            Forms of Class P Certificates
    EXHIBIT B-1      Form of Class PF Certificate
    EXHIBIT B-2      Form of Class PV Certificate


                                      iv

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>
EXHIBIT C            Forms of Class C Certificates
    EXHIBIT C-1      Form of Class CF Certificate
    EXHIBIT C-2      Form of Class CV Certificate
EXHIBIT D            Form of Class A-R Certificate
EXHIBIT E            Form of Tax Matters Person Certificate
EXHIBIT F            Mortgage Loan Schedule
    EXHIBIT F-1      List of Mortgage Loans
    EXHIBIT F-2      Mortgage Loans for which All or a Portion
                         of a Related Mortgage File is not Delivered
                         to the Trustee on or prior to the Closing
                         Date
EXHIBIT G            Forms of Certification of Trustee
    EXHIBIT G-1      Form of Initial Certification of Trustee (Initial Mortgage Loans)
    EXHIBIT G-2      Form of Interim Certification of Trustee
    EXHIBIT G-3      Form of Delay Delivery Certification
    EXHIBIT G-4      Form of Initial Certification of Trustee (Subsequent Mortgage Loans)
EXHIBIT H            Form of Final Certification of Trustee
EXHIBIT I            Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1          Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2          Form of Transferor Certificate for Private Certificates
EXHIBIT K            Form of Investment Letter (Non-Rule 144A)
EXHIBIT L            Form of Rule 144A Letter
EXHIBIT M            Form of Request for Document Release
EXHIBIT N            Form of Request for File Release
EXHIBIT O            Copy of Depository Agreement
EXHIBIT P            Form of Subsequent Transfer Agreement
EXHIBIT Q            Form of Class AF-1 Corridor Contract
EXHIBIT R            [Reserved].
EXHIBIT S-1          Form of Corridor Contract Assignment Agreement
EXHIBIT S-2          Form of Corridor Contract Administration Agreement
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
</TABLE>


                                              v


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

                             PRELIMINARY STATEMENT

          The Depositor is the owner of the Trust Fund that is hereby conveyed
to the Trustee in return for the Certificates. The Trust Fund (excluding the
Carryover Reserve Fund, the assets held in the Pre-Funding Account and the
Trust Fund's rights with respect to payments received under the Corridor
Contract) for federal income tax purposes will consist of three REMICs (the
"Interest Shortfall REMIC," the "Expanding Strip REMIC" and the "Master
REMIC"). Each Certificate, other than the Class A-R Certificates, 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 Interest Shortfall
REMIC, the Expanding Strip REMIC and the Master REMIC. The Master REMIC will
hold as assets the several classes of uncertificated Expanding Strip REMIC
Interests. Each Expanding Strip REMIC Interest (other than the ES-R Interest)
is hereby designated as a regular interest in the Expanding Strip REMIC. The
Expanding Strip REMIC will hold as assets the several classes of the Interest
Shortfall REMIC Interests (other than the IS-R Interest). Each Interest
Shortfall REMIC Interest (other than the IS-R Interest) is hereby designated
as a regular interest in the Interest Shortfall REMIC. The Interest Shortfall
REMIC will hold as assets all property of the Trust Fund (excluding the
Carryover Reserve Fund, the assets held in the Pre-Funding Account and the
Trust Fund's rights with respect to payments received under the Corridor
Contract). The latest possible maturity date of all REMIC regular interests
created in this Agreement shall be the Latest Possible Maturity Date.

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

      The Interest Shortfall REMIC:

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


<TABLE>
<CAPTION>
                                               Initial                           Corresponding
Interest Shortfall REMIC Interests             Balance       Pass-Through Rate   Loan Group(s)
----------------------------------             -------       -----------------   -------------
<S>                                             <C>                 <C>               <C>
IS-1-I................................           (1)                (5)                1
IS-1-S................................           (2)                (6)                1
IS-2-I................................           (1)                (5)                2
IS-2-S................................           (2)                (6)                2
IS-XF.................................           (3)                (7)                1
IS-XV.................................           (3)                (7)                2
IS-PF.................................          $100                (8)               N/A
IS-PV.................................          $100                (9)               N/A
IS-R..................................           (4)                (4)               N/A
</TABLE>

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

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

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

(3)     This Interest Shortfall REMIC Interest pays no principal.

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

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

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

(7)     For any Distribution Date (and the related Accrual Period) through the
        Distribution Date in April 2006, this Interest Shortfall REMIC
        Interest is entitled to all the interest payable


                                      2
<PAGE>

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

(8)     The IS-PF Interest is entitled to all Prepayment Charges collected
        with respect to the Mortgage Loans in Loan Group 1. It pays no
        interest.

(9)     The IS-PV Interest is entitled to all Prepayment Charges collected
        with respect to the Mortgage Loans in Loan Group 2. It pays no
        interest.

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

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

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

        Expanding Strip REMIC

The Expanding 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>
-------------------------------------------------------------------------------------------------
 Expanding Strip REMIC      Initial Principal          Pass-Through        Corresponding Class
       Interests                 Balance                   Rate              of Certificates
-------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                     <C>
ES-AF-1                            (1)                     (2)                     AF-1
-------------------------------------------------------------------------------------------------
ES-AF-2                            (1)                     (2)                     AF-2
-------------------------------------------------------------------------------------------------
ES-AF-3                            (1)                     (2)                     AF-3
-------------------------------------------------------------------------------------------------
ES-AF-4                            (1)                     (2)                     AF-4
-------------------------------------------------------------------------------------------------
ES-AF-5                            (1)                     (2)                     AF-5
-------------------------------------------------------------------------------------------------
ES-AF-6                            (1)                     (2)                     AF-6
-------------------------------------------------------------------------------------------------
ES-MF-1                            (1)                     (2)                     MF-1
-------------------------------------------------------------------------------------------------
ES-MF-2                            (1)                     (2)                     MF-2
-------------------------------------------------------------------------------------------------
ES-MF-3                            (1)                     (2)                     MF-3
-------------------------------------------------------------------------------------------------
ES-MF-4                            (1)                     (2)                     MF-4
-------------------------------------------------------------------------------------------------
ES-MF-5                            (1)                     (2)                     MF-5
-------------------------------------------------------------------------------------------------
ES-MF-6                            (1)                     (2)                     MF-6
-------------------------------------------------------------------------------------------------


                                      3
<PAGE>


<CAPTION>
-------------------------------------------------------------------------------------------------
 Expanding Strip REMIC      Initial Principal          Pass-Through        Corresponding Class
       Interests                 Balance                   Rate              of Certificates
-------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                     <C>
ES-MF-7                            (1)                     (2)                     MF-7
-------------------------------------------------------------------------------------------------
ES-MF-8                            (1)                     (2)                     MF-8
-------------------------------------------------------------------------------------------------
ES-BF                              (1)                     (2)                      BF
-------------------------------------------------------------------------------------------------
ES-PF                              $100                    (3)                      PF
-------------------------------------------------------------------------------------------------
ES-F-Accrual                       (1)                     (2)                     N/A
-------------------------------------------------------------------------------------------------
ES-AV-1                            (4)                     (5)                     AV-1
-------------------------------------------------------------------------------------------------
ES-AV-2                            (4)                     (5)                     AV-2
-------------------------------------------------------------------------------------------------
ES-AV-3                            (4)                     (5)                     AV-3
-------------------------------------------------------------------------------------------------
ES-MV-1                            (4)                     (5)                     MV-1
-------------------------------------------------------------------------------------------------
ES-MV-2                            (4)                     (5)                     MV-2
-------------------------------------------------------------------------------------------------
ES-MV-3                            (4)                     (5)                     MV-3
-------------------------------------------------------------------------------------------------
ES-MV-4                            (4)                     (5)                     MV-4
-------------------------------------------------------------------------------------------------
ES-MV-5                            (4)                     (5)                     MV-5
-------------------------------------------------------------------------------------------------
ES-MV-6                            (4)                     (5)                     MV-6
-------------------------------------------------------------------------------------------------
ES-MV-7                            (4)                     (5)                     MV-7
-------------------------------------------------------------------------------------------------
ES-MV-8                            (4)                     (5)                     MV-8
-------------------------------------------------------------------------------------------------
ES-BV                              (4)                     (5)                      BV
-------------------------------------------------------------------------------------------------
ES-$100                            $100                    (6)                     A-R
-------------------------------------------------------------------------------------------------
ES-CV                              (4)                     (5)                      CV
-------------------------------------------------------------------------------------------------
ES-PV                              $100                    (7)                      PV
-------------------------------------------------------------------------------------------------
ES-R                               (8)                     (8)                     N/A
-------------------------------------------------------------------------------------------------
ES-XF                              (9)                     (10)                     CF
-------------------------------------------------------------------------------------------------
ES-XV                              (9)                     (11)                     CV
-------------------------------------------------------------------------------------------------
</TABLE>

(1) This Expanding Strip REMIC Interest has a principal balance that is
initially equal to 50% of its Corresponding Certificate Class issued by the
Master REMIC. Principal payments, both scheduled and prepaid, Realized Losses,
Subsequent Recoveries and interest accruing on the ES-F-Accrual Interest will
be allocated to this class to maintain its size relative to its Corresponding
Certificate Class (that is, 50%) with any excess payments of principal,
Realized Losses and Subsequent Recoveries being allocated to the ES-F-Accrual
Interest in such manner as to cause the principal balance of the ES-F-Accrual
Interest to have a principal balance equal to (a) 50% of the Loan Group 1
principal balance plus (b) 50% of the Fixed Rate Overcollateralized Amount for
such Distribution Date.

(2) The pass-through rate with respect to any Distribution Date (and the
related Accrual Period) for this Expanding Strip REMIC Interest is a per annum
rate equal to the weighted average of the pass-through rates of the IS-1-I and
IS-1-S Interests 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) (the "Loan Group 1 Tax Net Rate Cap").

(3) The ES-PF Interest is entitled to all amounts collected with respect to
the IS-PF Interest. It pays no interest.


                                      4
<PAGE>

(4)This Expanding 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 Interest Shortfall REMIC
Interests corresponding to Loan Group 2 and held by the Expanding Strip REMIC
will be allocated to this class to maintain its size relative to its
Corresponding Certificate Class.

(5) The pass-through rate with respect to any Distribution Date (and the
related Accrual Period) for this Expanding Strip REMIC Interest is a per annum
rate equal to the weighted average of the pass-through rates of the IS-2-I and
IS-2-S Interests 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 (the "Loan Group 2 Tax
Net Rate Cap").

(6) This Expanding Strip REMIC Interest pays no interest.

(7) The ES-PV Interest is entitled to all amounts collected with respect to
the IS-PV Interest. It pays no interest.

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

(9) This Expanding Strip REMIC Interest pays no principal.

(10) This Expanding Strip REMIC Interest is entitled to all amounts payable
with respect to the IS-XF Interest.

(11) This Expanding Strip REMIC Interest is entitled to all amounts payable
with respect to the IS-XV Interest.

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

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

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

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

                                 Original Certificate
Class                            Principal Balance       Pass-Through Rate
------------------------------ ------------------------ --------------------
Class AF-1 ...................      $ 147,232,000             (1)


                                      5
<PAGE>

Class AF-2 ...................      $  22,857,000             (1)
Class AF-3 ...................      $  90,995,000             (1)
Class AF-4 ...................      $  21,633,000             (1)
Class AF-5 ...................      $  38,617,000             (1)
Class AF-6 ...................      $  44,200,000             (1)
Class MF-1 ...................      $  13,260,000             (1)
Class MF-2 ...................      $  12,155,000             (1)
Class MF-3 ...................      $   7,293,000             (1)
Class MF-4 ...................      $   6,409,000             (1)
Class MF-5 ...................      $   6,188,000             (1)
Class MF-6 ...................      $   5,525,000             (1)
Class MF-7 ...................      $   5,304,000             (1)
Class MF-8 ...................      $   4,641,000             (1)
Class BF .....................      $   4,420,000             (1)
Class AV-1 ...................      $ 139,560,000             (1)
Class AV-2 ...................      $ 115,712,000             (1)
Class AV-3 ...................      $  25,042,000             (1)
Class MV-1 ...................      $  14,320,000             (1)
Class MV-2 ...................      $  13,067,000             (1)
Class MV-3 ...................      $   7,518,000             (1)
Class MV-4 ...................      $   6,802,000             (1)
Class MV-5 ...................      $   6,802,000             (1)
Class MV-6 ...................      $   5,907,000             (1)
Class MV-7 ...................      $   5,549,000             (1)
Class MV-8 ...................      $   5,012,000             (1)
Class BV .....................      $   3,759,000             (1)
Class CF .....................                 (2)            (3)
Class CV .....................                 (2)            (4)
Class PF .....................      $         100             (5)
Class PV .....................      $         100             (5)
Class A-R ....................      $         100             (6)

(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 CF Distributable Amount and the Class CV
     Distributable Amount, the Net Rate Cap for the Class AF, Class MF and
     Class BF Certificates will be the Loan Group 1 Tax Net Rate Cap and the
     Net Rate Cap for the Class AV, Class MV and Class BV Certificates will be
     the Loan Group 2 Tax Net Rate Cap.
(2)  For federal income tax purposes, the Class CF and Class CV Certificates
     will be treated as having Certificate Principal Balances equal to the
     Fixed Rate Overcollateralized Amount and Adjustable Rate
     Overcollateralized Amount, respectively.
(3)  For each Interest Accrual Period the Class CF Certificates are entitled
     to an amount (the "Class CF Distributable Amount") equal to the sum of
     (a) the interest payable on the ES-XF Interests and (b) a specified
     portion of the interest payable on the Expanding Strip REMIC Regular
     Interests having an "F" designation in the column entitled "Expanding
     Strip REMIC Interests" (other than the ES-PF and ES-XF Interests) equal
     to the excess of



                                      6
<PAGE>


     the Loan Group 1 Tax Net Rate Cap over the product of two and the
     weighted average interest rate of the Expanding Strip REMIC Regular
     Interests having an "F" designation in the column entitled "Expanding
     Strip REMIC Interests" (other than the ES-PF and ES-XF Interests) with
     each such Class other than the ES-F-Accrual Interest, subject to a cap
     and a floor equal to the Pass-Through Rate of the Corresponding Master
     REMIC Class and the ES-F-Accrual Interest subject to a cap of 0.00%. The
     Pass-Through Rate of the Class CF Certificates shall be a rate sufficient
     to entitle it to an amount equal to all interest accrued on the Interest
     Shortfall REMIC Group 1 "I" and "S" Interests less the interest accrued
     on the other F Class interests issued by the Master REMIC. The Class CF
     Distributable Amount for any Distribution Date is payable from current
     interest on the Group 1 Mortgage Loans and from any Principal Remittance
     Amount for Loan Group 1 not distributed to the Class AF, Class MF and
     Class BF Certificates due to a decrease in the Fixed Rate
     Overcollateralization Target Amount with respect to any Distribution
     Date.
(4)  For each Interest Accrual Period the Class CV Certificates are entitled
     to an amount (the "Class CV Distributable Amount") equal to the sum of
     (a) the interest payable on the ES-XV Interests, (b) the interest payable
     in the ES-CV Interest and (c) a specified portion of the interest payable
     on the Expanding Strip REMIC Regular Interests having a "V" designation
     in the column entitled "Expanding Strip REMIC Interests" (other than the
     ES-CV, ES-PV and ES-XV Interests) equal to the excess of the Loan Group 2
     Tax Net Rate Cap over the weighted average interest rate of the Expanding
     Strip REMIC Regular Interests having a "V" designation in the column
     entitled "Expanding Strip REMIC Interests" (other than the ES-PV and
     ES-XV Interests) with each such Class subject to a cap and a floor equal
     to the Pass-Through Rate of the Corresponding Master REMIC Class. The
     Pass-Through Rate of the Class CV Certificates shall be a rate sufficient
     to entitle it to an amount equal to all interest accrued on the Interest
     Shortfall REMIC Group 2 "I" and "S" Interests less the interest accrued
     on the other V Class interests issued by the Master REMIC. The Class CV
     Distributable Amount for any Distribution Date is payable from current
     interest on the Group 2 Mortgage Loans and from any Principal Remittance
     Amount for Loan Group 2 not distributed to the Class AV, Class MV and
     Class BV Certificates due to a decrease in the Adjustable Rate
     Overcollateralization Target Amount with respect to any Distribution
     Date.
(5)  For each Distribution Date the Class PF and Class PV Certificates are
     entitled to all Prepayment Charges distributed with respect to the ES-PF
     and ES-PV Interests, respectively.
(6)  The Class A-R Certificates represent the sole class of residual interest
     in each REMIC created hereunder. The Class A-R Certificates are not
     entitled to distributions of interest.

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 a REMIC
regular interest, 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, (that is, its
entitlement to $100).



                                      7
<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:

          Accrual Period: With respect to any Distribution Date and each Class
of Adjustable Rate 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 each Class of
Fixed Rate Certificates and the Class C Certificates, the calendar month
preceding the month in which such Distribution Date occurs. All calculations
of interest on the Adjustable Rate 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 Fixed Rate Certificates and
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 Certificates: The Class AF-1 Certificates, the Class
AV Certificates and the Adjustable Rate Subordinate Certificates.

          Adjustable Rate Cumulative Loss Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, if (x) the
aggregate amount of Realized Losses on the Mortgage Loans in Loan Group 2 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 related to the Mortgage Loans in Loan Group 2 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 in Loan Group 2 and the Group 2 Pre-Funded
Amount, as set forth below:

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

February 2008 -- January 2009........ 1.75% with respect to February
                                      2008, plus an additional 1/12th of
                                      2.00% for each month thereafter
                                      through January 2009
February 2009 -- January 2010........ 3.75% with respect to February
                                      2009, plus an additional 1/12th of
                                      1.25% for each month thereafter
                                      through January 2010
February 2010 -- January 2011........ 5.00% with respect to February
                                      2010, plus an additional 1/12th of
                                      1.00% for each month thereafter
                                      through January 2011



                                      8
<PAGE>

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

February 2011 -- January 2012........ 6.00% with respect to February
                                      2011, plus an additional 1/12th of
                                      0.50% for each month thereafter
                                      through January 2012
February 2012 and thereafter......... 6.50%


          Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, if the
Rolling Sixty-Day Delinquency Rate for Outstanding Mortgage Loans in Loan
Group 2 equals or exceeds the product of (x) the Adjustable Rate Senior
Enhancement Percentage for such Distribution Date and (y) the applicable
percentage listed below for the most senior Class of outstanding Class AV
Certificates and Adjustable Rate Subordinate Certificates:

                   Class                      Percentage

             Class AV ....................     36.75%
             Class MV-1 ..................     45.06%
             Class MV-2 ..................     56.76%
             Class MV-3 ..................     66.73%
             Class MV-4 ..................     79.35%
             Class MV-5 ..................     97.85%
             Class MV-6 ..................    122.69%
             Class MV-7 ..................    161.11%
             Class MV-8 ..................    224.64%
             Class BV ....................    318.99%

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

          Adjustable Rate Loan Group 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 as specified in
Section 4.04(b)(iv)(b), (ii) the amount remaining after the distribution of
principal to Certificateholders for such Distribution Date, as specified in
Section 4.04(d)(1)(C) or 4.04(d)(2)(C), and (iii) the Adjustable Rate
Overcollateralization Reduction Amount for such Distribution Date, if any.

          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.


                                      9
<PAGE>

          Adjustable Rate Net Rate Cap: For any Distribution Date, (A) the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 2 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year, minus (B) the Swap Adjustment Rate for the
Distribution Date.

          Adjustable Rate OC Floor: For 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 in Loan Group 2, the Group 2 Pre-Funded Amount.

          Adjustable Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the amount, if any, by which the Adjustable
Rate Overcollateralization Target Amount exceeds the Adjustable Rate
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) for Loan Group
2 on such Distribution Date).

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

          Adjustable Rate Overcollateralization Target Amount: With respect to
any Distribution Date (a) prior to the Adjustable Rate Stepdown Date, an
amount equal to 2.50% of the sum of the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in Loan Group 2 and the Group 2
Pre-Funded Amount and (b) on or after the Adjustable Rate Stepdown Date, the
greater of (i) an amount equal to 5.00% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 for the current Distribution
Date and (ii) the Adjustable Rate OC Floor; provided, however, that if an
Adjustable Rate Trigger Event is in effect on any Distribution Date, the
Adjustable Rate Overcollateralization Target Amount will be the Adjustable
Rate Overcollateralization Target Amount as in effect for the prior
Distribution Date.

          Adjustable Rate 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 in Loan Group 2 for such
Distribution Date and any amount on deposit in the Pre-Funding Account in
respect of Loan Group 2 exceeds (y) the sum of the aggregate Certificate
Principal Balance of the Class AV Certificates and the Adjustable Rate
Subordinate Certificates as of such Distribution Date (after giving effect to
distribution of the Principal Remittance Amount for Loan Group 2 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 in respect of Loan Group 2).

          Adjustable Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Adjustable Rate 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


                                      10
<PAGE>

Mortgage Loans in Loan Group 2 for the preceding Distribution Date over (b)
(i) before the Certificate Principal Balances of the Class AV Certificates
have been reduced to zero, the sum of the Certificate Principal Balances of
the Class AV Certificates, or (ii) after the Certificate Principal Balances of
the Class AV Certificates have been reduced to zero, the Certificate Principal
Balance of the most senior Class of Adjustable Rate 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 in Loan Group 2 for the preceding Distribution Date.

          Adjustable Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class AV Certificates is reduced to zero, and (2) the later to occur of (x)
the Distribution Date in February 2009 and (y) the first Distribution Date on
which the aggregate Certificate Principal Balance of the Class AV Certificates
(after calculating anticipated distributions on such Distribution Date) is
less than or equal to 56.60% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 for such Distribution Date.

          Adjustable Rate Subordinate Certificates: Any Class MV-1, Class
MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8
or Class BV Certificates.

          Adjustable Rate Subordinate Class Principal Distribution Amount:
With respect to any Distribution Date and any Class of Adjustable Rate
Subordinate Certificates, the excess of (1) the sum of (a) the aggregate
Certificate Principal Balance of the Class AV Certificates (after taking into
account distribution of the Class AV Principal Distribution Amount for such
Distribution Date), (b) the aggregate Certificate Principal Balance of any
Class(es) of Adjustable Rate Subordinate Certificates that are senior to the
subject Class (in each case, after taking into account distribution of the
Adjustable Rate Subordinate Class Principal Distribution Amount(s) for such
senior Class(es) of Certificates for such Distribution Date), and (c) the
Certificate Principal Balance of the subject Class of Adjustable Rate
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 in Loan Group 2 for
such Distribution Date and (b) the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 for such Distribution Date minus the Adjustable
Rate OC Floor; provided, however, that if such Class of Adjustable Rate
Subordinate Certificates is the only Class of Adjustable Rate Subordinate
Certificates outstanding on such Distribution Date, that Class will be
entitled to receive the entire remaining Principal Distribution Amount for
Loan Group 2 until the Certificate Principal Balance thereof is reduced to
zero.

          Adjustable Rate Trigger Event: With respect to any Distribution Date
on or after the Adjustable Rate Stepdown Date, either an Adjustable Rate
Delinquency Trigger Event is in effect with respect to that Distribution Date
or an Adjustable Rate Cumulative Loss Trigger Event is in effect with respect
to that Distribution Date.

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


                                      11
<PAGE>

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

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

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

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

          Applied Realized Loss Amount: With respect to any Distribution Date
and any Loan Group, the amount, if any, by which, the aggregate Certificate
Principal Balance of the Classes of Certificates listed opposite such Loan
Group 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 for such Distribution Date
and (y) the amount on deposit in the Pre-Funding Account in respect of such
Loan Group.

             Loan Group               Classes of Certificates

                1                   AF and Fixed Rate Subordinate
                2                 AV and Adjustable Rate Subordinate


          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.



                                      12
<PAGE>

          Bankruptcy Code: Title 11 of the United States Code.

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

          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 is
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 2006-1". 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-27, Exhibits B-1 and B-2, Exhibits C-1 and C-2, 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 2006-1". 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.

          Certification Party: As defined in Section 11.05.

          Certifying Person: As defined in Section 11.05.

          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(c) or 4.04(d) and (ii) any Applied Realized Loss Amounts allocated to
such Certificate on previous Distribution Dates pursuant to Section 4.04(k),
and (B) increased by any


                                      13
<PAGE>

Subsequent Recoveries allocated to such Class of Certificate pursuant to
Section 4.04(l) on such Distribution Date. References herein to the
Certificate Principal Balance of a Class of Certificates shall mean the
Certificate Principal Balances of all Certificates in such Class. The Class C
Certificates do not have a Certificate Principal Balance. With respect to any
Certificate (other than the Class C Certificates) of a Class and any
Distribution Date, the portion of the Certificate Principal Balance of such
Class represented by such Certificate equal to the product of the Percentage
Interest evidenced by such Certificate and the Certificate Principal Balance
of such Class.

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

          Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register (initially, Cede & Co., as nominee
for the Depository, in the case of any Class of Book-Entry Certificates),
except that solely for the purpose of giving any consent 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.

          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 AF Certificate: Any Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5 or Class AF-6 Certificate.

          Class AF Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class AF Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 63.40% 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 the Fixed Rate OC Floor.

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


                                      14
<PAGE>

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

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

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

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

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

          Class AF-6 Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the numerator of which is the Certificate
Principal Balance of the Class AF-6 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Classes of the Class AF Certificates immediately
prior to such Distribution Date.

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

          Class AV-1 Certificate: Any Certificate designated as a "Class AV-1
Certificate" on the face thereof, in the form of Exhibit A-16 hereto,
representing the right to distributions as set forth herein.

          Class AV-2 Certificate: Any Certificate designated as a "Class AV-2
Certificate" on the face thereof, in the form of Exhibit A-17 hereto,
representing the right to distributions as set forth herein.

          Class AV-3 Certificate: Any Certificate designated as a "Class AV-3
Certificate" on the face thereof, in the form of Exhibit A-18 hereto,
representing the right to distributions as set forth herein.

          Class AV Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class AV Certificates immediately prior to such Distribution
Date, over (2) the lesser of (i) 56.60% of the aggregate



                                      15
<PAGE>

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 the Adjustable
Rate OC Floor.

          Class BF Certificate: Any Certificate designated as a "Class BF
Certificate" on the face thereof, in the form of Exhibit A-15 hereto,
representing the right to distributions as set forth herein.

          Class BV Certificate: Any Certificate designated as a "Class BV
Certificate" on the face thereof, in the form of Exhibit A-27 hereto,
representing the right to distributions as set forth herein.

          Class C Certificate: Any Class CF or Class CV Certificate.

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

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

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

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

          Class MF-1 Certificate: Any Certificate designated as a "Class MF-1
Certificate" on the face thereof, in the form of Exhibit A-7 hereto,
representing the right to distributions as set forth herein.

          Class MF-2 Certificate: Any Certificate designated as a "Class MF-2
Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.

          Class MF-3 Certificate: Any Certificate designated as a "Class MF-3
Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

          Class MF-4 Certificate: Any Certificate designated as a "Class MF-4
Certificate" on the face thereof, in the form of Exhibit A-10 hereto,
representing the right to distributions as set forth herein.

          Class MF-5 Certificate: Any Certificate designated as a "Class MF-5
Certificate" on the face thereof, in the form of Exhibit A-11 hereto,
representing the right to distributions as set forth herein.


                                      16
<PAGE>

          Class MF-6 Certificate: Any Certificate designated as a "Class MF-6
Certificate" on the face thereof, in the form of Exhibit A-12 hereto,
representing the right to distributions as set forth herein.

          Class MF-7 Certificate: Any Certificate designated as a "Class MF-7
Certificate" on the face thereof, in the form of Exhibit A-13 hereto,
representing the right to distributions as set forth herein.

          Class MF-8 Certificate: Any Certificate designated as a "Class MF-8
Certificate" on the face thereof, in the form of Exhibit A-14 hereto,
representing the right to distributions as set forth herein.

          Class MF Certificate: Any Class MF-1, Class MF-2, Class MF-3, Class
MF-4, Class MF-5, Class MF-6, Class MF-7 or Class MF-8 Certificate.

          Class MV-1 Certificate: Any Certificate designated as a "Class MV-1
Certificate" on the face thereof, in the form of Exhibit A-19 hereto,
representing the right to distributions as set forth herein.

          Class MV-2 Certificate: Any Certificate designated as a "Class MV-2
Certificate" on the face thereof, in the form of Exhibit A-20 hereto,
representing the right to distributions as set forth herein.

          Class MV-3 Certificate: Any Certificate designated as a "Class MV-3
Certificate" on the face thereof, in the form of Exhibit A-21 hereto,
representing the right to distributions as set forth herein.

          Class MV-4 Certificate: Any Certificate designated as a "Class MV-4
Certificate" on the face thereof, in the form of Exhibit A-22 hereto,
representing the right to distributions as set forth herein.

          Class MV-5 Certificate: Any Certificate designated as a "Class MV-5
Certificate" on the face thereof, in the form of Exhibit A-23 hereto,
representing the right to distributions as set forth herein.

          Class MV-6 Certificate: Any Certificate designated as a "Class MV-6
Certificate" on the face thereof, in the form of Exhibit A-24 hereto,
representing the right to distributions as set forth herein.

          Class MV-7 Certificate: Any Certificate designated as a "Class MV-7
Certificate" on the face thereof, in the form of Exhibit A-25 hereto,
representing the right to distributions as set forth herein.

          Class MV-8 Certificate: Any Certificate designated as a "Class MV-8
Certificate" on the face thereof, in the form of Exhibit A-26 hereto,
representing the right to distributions as set forth herein.


                                      17
<PAGE>

          Class MV Certificate: Any Class MV-1, Class MV-2, Class MV-3, Class
MV-4, Class MV-5, Class MV-6, Class MV-7 or Class MV-8 Certificate.

          Class P Certificate: Any Class PF Certificate or Class PV
Certificate.

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

          Class PF Principal Distribution Date: The first Distribution Date
that occurs after the end of the latest Prepayment Charge Period for all
Mortgage Loans in Loan Group 1 that have a Prepayment Charge Period.

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

          Class PV Principal Distribution Date: The first Distribution Date
that occurs after the end of the latest Prepayment Charge Period for all
Mortgage Loans in Loan Group 2 that have a Prepayment Charge Period.

          Closing Date: February 10, 2006.

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

          Collateral Schedule: Schedule II hereto.

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

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

          Confirmation: The confirmation, reference number FXNEC7824, with a
trade date of January 27, 2006 evidencing a transaction between the Corridor
Contract Counterparty and CHL relating to the Corridor Contract and the
confirmation, reference number FXCWL061, with a trade date of January 27, 2006
evidencing a transaction between the Swap Counterparty and CHL relating to the
Swap Contract, as applicable.

          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.


                                      18
<PAGE>

          Corridor Contract: With respect to the Class AF-1 Certificates, the
transaction evidenced by the related Confirmation (as assigned to the Corridor
Contract Administrator pursuant to the Corridor Contract Assignment
Agreement), a form of which is attached hereto as Exhibit Q.

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

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

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

          Corridor Contract Counterparty: Bear Stearns Financial Products Inc.
and its successors.

          Corridor Contract Termination Date: The Distribution Date in
December 2007.

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

          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, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a
trustee in bankruptcy.

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

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

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

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

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

          Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository



                                      20
<PAGE>

shall initially be the registered Holder of the Book-Entry Certificates. The
Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

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

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

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

          Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-1". Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement.

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

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

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

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

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

          Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, if Moody's is not a Rating Agency) are rated by each Rating
Agency in one of its two highest long-term and its highest short-term rating
categories respectively, at the time any amounts are held on deposit therein,
or (ii) an account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits established by the


                                      21
<PAGE>


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

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

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

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

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

          Escrow Account: As defined in Section 3.06 hereof.

          Event of Default: As defined in Section 7.01 hereof.

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

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

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

          Expense Fee Rate: With respect to any Mortgage Loan, the sum of (i)
the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) with respect to
any Mortgage Loan covered


                                      22
<PAGE>


by a lender paid mortgage insurance policy, the rate at which the premium for
the related mortgage insurance policy is calculated.

          Extra Principal Distribution Amount: With respect to any
Distribution Date and (A) Loan Group 1, the lesser of (1) the Fixed Rate
Overcollateralization Deficiency Amount and (2) the Fixed Rate Loan Group
Excess Cashflow available for payment thereof and (B) Loan Group 2, the lesser
of (1) the Adjustable Rate Overcollateralization Deficiency Amount and (2) the
Adjustable Rate Loan Group Excess Cashflow available for payment thereof.

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

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

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

          Fixed Rate Certificates: The Class AF-2, Class AF-3, Class AF-4,
Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class
MF-5, Class MF-6, Class MF-7, Class MF-8 and Class BF Certificates.

          Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, (x) the aggregate
amount of Realized Losses on the Mortgage Loans in Loan Group 1 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 related to Loan Group 1 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 in Loan Group 1 and the Group 1 Pre-Funded Amount, as set forth
below:

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

         February 2008 -- January 2009       0.85% with respect to February
                                             2008, plus an additional 1/12th of
                                             1.10% for each month thereafter
                                             through January 2009
         February 2009 -- January 2010       1.95% with respect to February
                                             2009, plus an additional 1/12th of
                                             1.35% for each month thereafter
                                             through January 2010
         February 2010 -- January 2011       3.30% with respect to February
                                             2010, plus an additional 1/12th of
                                             0.95% for each month thereafter
                                             through January 2011


                                      23
<PAGE>

         February 2011 -- January 2012       4.25% with respect to February
                                             2011, plus an additional 1/12th of
                                             0.25% for each month thereafter
                                             through January 2012
         February 2012 and thereafter        4.50%

          Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed Rate Stepdown Date, the Rolling
Sixty-Day Delinquency Rate for Outstanding Mortgage Loans in Loan Group 1
equals or exceeds the product of (x) the Fixed Rate Senior Enhancement
Percentage for such Distribution Date and (y) the applicable percentage listed
below for the most senior class of outstanding Class AF Certificates and Fixed
Rate Subordinate Certificates:

                               Class                          Percentage

                            Class AF................           43.50%
                            Class MF-1..............           52.03%
                            Class MF-2..............           63.43%
                            Class MF-3..............           73.03%
                            Class MF-4..............           84.24%
                            Class MF-5..............           98.89%
                            Class MF-6..............          117.07%
                            Class MF-7..............          142.15%
                            Class MF-8..............          174.96%
                            Class BF................          224.24%

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

          Fixed Rate Loan Group 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 as specified in
Section 4.04(a)(iii), (ii) the amount remaining after the distribution of
principal to Certificateholders for such Distribution Date pursuant to Section
4.04(c)(1)(C) or 4.04(c)(2)(C), and (iii) the Fixed Rate Overcollateralization
Reduction Amount for such Distribution Date, if any.

          Fixed Rate 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 in the case of the Class AF-1 Certificates only, 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.



                                      24
<PAGE>

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

          Fixed Rate OC Floor: An amount equal to 0.50% of the sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan
Group 1 and the Group 1 Pre-Funded Amount.

          Fixed Rate Overcollateralization Deficiency Amount: With respect to
any Distribution Date, the amount, if any, by which the Fixed Rate
Overcollateralization Target Amount exceeds the Fixed Rate 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) for Loan Group 1 on such Distribution
Date).

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

          Fixed Rate Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Fixed Rate Stepdown Date, an amount equal
to 3.55% of the sum of the aggregate Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 1 and the Group 1 Pre-Funded Amount and
(b) on or after the Fixed Rate Stepdown Date, the greater of (i) an amount
equal to 7.10% of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan Group 1 for the current Distribution Date and (ii) the Fixed Rate OC
Floor; provided, however, that if a Fixed Rate Trigger Event is in effect on
any Distribution Date, the Fixed Rate Overcollateralization Target Amount will
be the Fixed Rate Overcollateralization Target Amount as in effect for the
prior Distribution Date.

          Fixed Rate 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 in Loan Group 1 for such
Distribution Date and any amount on deposit in the Pre-Funding Account in
respect of Loan Group 1 exceeds (y) the aggregate Certificate Principal
Balance of the Class AF Certificates and the Fixed Rate Subordinate
Certificates as of such Distribution Date (after giving effect to distribution
of the Principal Remittance Amount for Loan Group 1 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 in respect of Loan Group 1).

          Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed Rate 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 in Loan Group 1
for the preceding Distribution Date over (b) (i) before the Certificate
Principal Balances of the Class AF Certificates have been reduced to zero, the
sum of the Certificate Principal Balances of the Class AF Certificates, or
(ii) after the Certificate Principal Balances of the Class AF Certificates
have been reduced to zero, the Certificate Principal

                                      25
<PAGE>

Balance of the most senior Class of Fixed Rate 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 in Loan Group 1 for the preceding Distribution Date.

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

          Fixed Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class AF Certificates is reduced to zero, and (2) the later to occur of (x)
the Distribution Date in February 2009 and (y) the first Distribution Date on
which the aggregate Certificate Principal Balance of the Class AF Certificates
(after calculating anticipated distributions on such Distribution Date) is
less than or equal to 63.40% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for such Distribution Date.

          Fixed Rate Subordinate Certificates: The Class MF-1, Class MF-2,
Class MF-3, Class MF-4, Class MF-5, Class MF-6, Class MF-7, Class MF-8 and
Class BF Certificates.

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

          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.



                                      26
<PAGE>

          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) March 27, 2006.

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

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

          Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans
on the Closing Date, which shall equal $1,053.70.

          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 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 $25.33.

          Index: As to any Adjustable Rate Mortgage Loan on any Adjustment
Date related thereto, the index for the adjustment of the Mortgage Rate set
forth as such in the related Mortgage Note, such index in general being the
average of the London interbank offered rates for six-month U.S. dollar
deposits in the London market, as set forth in The Wall Street Journal, as
most recently announced as of a date 45 days prior to such Adjustment Date or,
if the Index ceases to be published in The Wall Street Journal or becomes
unavailable for any reason, then the Index shall be a new index selected by
the Master Servicer, based on comparable information.

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

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



                                      27
<PAGE>

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

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

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

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

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

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

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

          Interest Bearing Certificates: The Fixed Rate Certificates and the
Adjustable Rate 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 Adjustable Rate Certificates, February 8, 2006. With respect to
any Accrual Period for the Adjustable Rate Certificates thereafter, the second
LIBOR Business Day preceding the commencement of such Accrual Period.



                                      28
<PAGE>

          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.

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

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

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

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

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

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

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

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

                                      29
<PAGE>

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: Any of Loan Group 1 or Loan Group 2.

          Loan Group 1: The Group 1 Mortgage Loans.

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

          Loan Group 2: The Group 2 Mortgage Loans.

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

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

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

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

          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 3.19(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
3.19(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.



                                      30
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                  (i)    the loan number;

                  (ii)   the Loan Group;

                  (iii)  the Appraised Value;

                  (iv)   the Initial Mortgage Rate;

                  (v)    the maturity date;

                  (vi)   the original principal balance;

                                      31
<PAGE>

                  (vii)  the Cut-off Date Principal Balance;

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

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

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

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

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

                  (xiii)  [Reserved];

                  (xiv)   [Reserved];

                  (xv)    [Reserved];

                  (xvi)   the purpose of the Mortgage Loan;

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

                  (a)     the frequency of each Adjustment Date;

                  (b)     the next Adjustment Date;

                  (c)     the Maximum Mortgage Rate;

                  (d)     the Minimum Mortgage Rate;

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

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

                  (g)     the Gross Margin;

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

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



                                      32
<PAGE>

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

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

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

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

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

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

          Mortgaged Property: The underlying property securing a Mortgage
Loan.

          Mortgagor: The obligors on a Mortgage Note.

          NAS Factor: For any Distribution Date set forth below, the
percentage set forth in the following table:

        Distribution Date                                      Percentage
        --------------------------------------------------- ----------------
             February 2006 -- January 2009                         0%
             February 2009 -- January 2011                        45%
             February 2011 -- January 2012                        80%
             February 2012 -- January 2013                        100%
             February 2013 and thereafter                         300%

          NAS Principal Distribution Amount: For any Distribution Date, an
amount equal to the product of (i) the Class AF-6 Portion for such
Distribution Date, (ii) any amounts distributed to the Class AF Certificates
pursuant to Section 4.04(c), 4.04(e)(1) and 4.04(f)(4) for such Distribution
Date and (iii) the NAS Factor for such Distribution Date.



                                      33
<PAGE>

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

          Net Rate Cap: With respect to any Distribution Date, (i) with
respect to each Class of Class AF Certificates and the Fixed Rate Subordinate
Certificates, the Fixed Rate Net Rate Cap and (ii) with respect to each Class
of Class AV Certificates and the Adjustable Rate Subordinate Certificates, the
Adjustable Rate Net Rate Cap.

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

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

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

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

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

          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

                                      34
<PAGE>

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
Adjustable Rate 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 Adjustable
Rate Certificates shall equal 4.57% 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 Adjustable Rate 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 Adjustable Rate Certificates.

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

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

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

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

          OTS: The Office of Thrift Supervision.



                                      35
<PAGE>

          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.

          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
Adjustable Rate Certificates, the per annum rate indicated in the following
table:

          ------------------------------------ ------------ --------------
                         Class                 Margin (1)    Margin (2)
          ------------------------------------ ------------ --------------
          Class AF-1 .......................     0.130%        0.130%
          ------------------------------------ ------------ --------------
          Class AV-1 .......................     0.080%        0.160%
          ------------------------------------ ------------ --------------
          Class AV-2 .......................     0.190%        0.380%
          ------------------------------------ ------------ --------------
          Class AV-3 .......................     0.300%        0.600%
          ------------------------------------ ------------ --------------
          Class MV-1 .......................     0.390%        0.585%
          ------------------------------------ ------------ --------------
          Class MV-2 .......................     0.410%        0.615%
          ------------------------------------ ------------ --------------
          Class MV-3 .......................     0.440%        0.660%
          ------------------------------------ ------------ --------------
          Class MV-4 .......................     0.560%        0.840%
          ------------------------------------ ------------ --------------
          Class MV-5 .......................     0.600%        0.900%
          ------------------------------------ ------------ --------------
          Class MV-6 .......................     0.660%        0.990%
          ------------------------------------ ------------ --------------
          Class MV-7 .......................     1.300%        1.950%
          ------------------------------------ ------------ --------------
          Class MV-8 .......................     1.500%        2.250%
          ------------------------------------ ------------ --------------

                                      36
<PAGE>

          ------------------------------------ ------------ --------------
                         Class                 Margin (1)    Margin (2)
          ------------------------------------ ------------ --------------
          Class BV .........................     2.250%        3.375%
          ------------------------------------ ------------ --------------

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

          Pass-Through Rate: With respect to any Accrual Period and each Class
of Adjustable Rate 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. With respect to any Accrual Period and each Class of Fixed
Rate Certificates, the lesser of (x) the per annum rate set forth in the
following table for such Class and Accrual Period and (y) the applicable Net
Rate Cap for such Class and the related Distribution Date.

      ------------------------------- -------------------- -------------------
                                       Pass-Through Rate   Pass-Through Rate
                  Class                       (1)                 (2)
      ------------------------------- -------------------- -------------------
                   AF-2                     5.281%               5.281%
      ------------------------------- -------------------- -------------------
                   AF-3                     5.348%               5.348%
      ------------------------------- -------------------- -------------------
                   AF-4                     5.714%               5.714%
      ------------------------------- -------------------- -------------------
                   AF-5                     5.884%               6.384%
      ------------------------------- -------------------- -------------------
                   AF-6                     5.526%               5.526%
      ------------------------------- -------------------- -------------------
                   MF-1                     5.917%               5.917%
      ------------------------------- -------------------- -------------------
                   MF-2                     6.016%               6.016%
      ------------------------------- -------------------- -------------------
                   MF-3                     6.115%               6.115%
      ------------------------------- -------------------- -------------------
                   MF-4                     6.200%               6.200%
      ------------------------------- -------------------- -------------------
                   MF-5                     6.200%               6.200%
      ------------------------------- -------------------- -------------------
                   MF-6                     6.200%               6.200%
      ------------------------------- -------------------- -------------------
                   MF-7                     6.200%               6.200%
      ------------------------------- -------------------- -------------------
                   MF-8                     6.200%               6.200%
      ------------------------------- -------------------- -------------------
                    BF                      6.200%               6.200%
      ------------------------------- -------------------- -------------------

(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.

          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:



                                      37
<PAGE>

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

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

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

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

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

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

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



                                      38
<PAGE>

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

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

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

          Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary

                                      39
<PAGE>

supervision over the administration of the trust and one or more United States
Persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government unit.

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

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

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

          Pre-Funded Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $1,079.03.

          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 2006-1." 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 the
day immediately following the Initial Cut-off Date) and ending on the close of
business on the fifteenth day of the month in which such Distribution Date
occurs.

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

          Principal Distribution Amount: With respect to each Distribution
Date and a Loan Group, the sum of (i) the Principal Remittance Amount for such
Loan Group for such Distribution Date, in the case of Loan Group 2, 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 Fixed Rate
Overcollateralization Reduction Amount for such Distribution Date, in the case
of Loan Group 1, and (b) the Adjustable Rate Overcollateralization Reduction
Amount for such Distribution Date, 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

                                      42
<PAGE>

CWABS, Inc., Asset-Backed Certificates, Series 2006-1". Funds in the
Principal Reserve Fund shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement.

          Private Certificates: The Class MF-7, Class MF-8, Class BF, Class
MV-8, Class BV, Class C and Class P Certificates.

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

          Prospectus Supplement: The prospectus supplement dated February 8,
2006, relating to the public offering of the certain Classes of Certificates
offered thereby.

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

          PUD: A Planned Unit Development.

          Purchase Price: With respect to any Mortgage Loan (x) required to be
(1) repurchased by a Seller or purchased by the Master Servicer, as
applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased
by the Depositor pursuant to Section 2.04 hereof, or (y) that the Master
Servicer has a right to purchase pursuant to Section 3.12 hereof, an amount
equal to the sum of (i) 100% of the unpaid principal balance (or, if such
purchase or repurchase, as the case may be, is effected by the Master
Servicer, the Stated Principal Balance) of the Mortgage Loan as of the date of
such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate
(or, if such purchase or repurchase, as the case may be, is effected by the
Master Servicer, at the Net Mortgage Rate) from (a) the date through which
interest was last paid by the Mortgagor (or, if such purchase or repurchase,
as the case may be, is effected by the Master Servicer, the date through which
interest was last advanced and not reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) any costs, expenses and damages incurred by the
Trust Fund resulting from any violation of any predatory or abusive lending
law in connection with such Mortgage Loan.

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

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

                                      43
<PAGE>

related Mortgage Note, and (ii) if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the related Scheduled Payment was reduced.

          Record Date: With respect to any Distribution Date and the
Adjustable Rate Certificates, the Business Day immediately preceding such
Distribution Date, or if such Certificates are no longer Book-Entry
Certificates, the last Business Day of the month preceding the month of such
Distribution Date. With respect to the Fixed Rate Certificates 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 a Distribution Date.

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

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

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

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

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

                                      44
<PAGE>

(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.

          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; and (x) comply with each representation
and warranty set forth in Section 2.03 as of the date of substitution;
provided, however, that notwithstanding the foregoing, to the extent that
compliance with clause (x) of this definition would cause a proposed
Replacement Mortgage Loan to fail to comply with one or more of clauses (i),
(ii), (iv), (viii) and/or (ix) of this definition, then such proposed
Replacement Mortgage Loan must comply with clause (x) and need not comply with
one or more of clauses (i), (ii), (iv), (viii) and/or (ix), to the extent, and
only to the extent, necessary to assure that the Replacement Mortgage Loan
otherwise complies with clause (x).



                                      45
<PAGE>

          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 Corridor
Contract Counterparty, the Swap Counterparty, any enhancement or support
provider contemplated by Items 1114(b) or 1115 of Regulation AB, or any other
material party contemplated by Item 1101(d)(1) of Regulation AB;

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

          (e) any amendment to this Agreement;

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

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

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

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



                                      46
<PAGE>

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

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

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

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

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

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

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

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

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

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

          Sarbanes-Oxley Certification: As defined in Section 11.05.

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

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



                                      47
<PAGE>

          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 February 2006, March 2006 and April 2006, is the
sum of:

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

          (b) the lesser of:

              (i) the product of: (1) the amount on deposit in the Pre-Funding
Account at the beginning of the related Due Period, and (2) a fraction, the
numerator of which is the weighted average Net Mortgage Rate of the Mortgage
Loans (including Subsequent Mortgage Loans, if any) owned by the Trust Fund at
the beginning of the related Due Period (weighted on the basis of the Stated
Principal Balances thereof for such Distribution Date) and the denominator of
which is 12; and

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

          Senior Certificates: The Class AF, Class AV and Class A-R
Certificates.

          Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Master Servicer
of its servicing obligations hereunder, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including

                                      48
<PAGE>

foreclosures, (iii) the management and liquidation of any REO Property and
(iv) compliance with the obligations under Section 3.10.

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

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

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

          Servicing Officer: Any officer of the Master Servicer involved in,
or responsible for, the administration and servicing of the Mortgage Loans
whose name and facsimile signature appear on a list of servicing officers
furnished to the Trustee by the Master Servicer on the Closing Date pursuant
to this Agreement, as such list may from time to time be amended.

          Sixty-Day Delinquency Rate: With respect to any Distribution Date
and any Loan Group or Loan Groups, a fraction, expressed as a percentage, the
numerator of which is the aggregate Stated Principal Balance for such
Distribution Date of all Mortgage Loans in such Loan Group or Loan Groups 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 in such Loan Group or Loan Groups.

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

                                      49
<PAGE>

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


                                           Stepdown Target
                                            Subordination
                                             Percentage
                                        ---------------------
        Class MF-1....................         30.60%
        Class MF-2....................         25.10%
        Class MF-3....................         21.80%
        Class MF-4....................         18.90%
        Class MF-5....................         16.10%
        Class MF-6....................         13.60%
        Class MF-7....................         11.20%
        Class MF-8....................          9.10%
        Class BF .....................          7.10%
        Class MV-1....................         35.40%
        Class MV-2....................         28.10%
        Class MV-3....................         23.90%
        Class MV-4....................         20.10%
        Class MV-5....................         16.30%
        Class MV-6....................         13.00%
        Class MV-7....................          9.90%
        Class MV-8....................          7.10%
        Class BV ....................           5.00%

          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 Fixed Rate Subordinate Certificates
and the Adjustable Rate Subordinate Certificates.

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



                                      50
<PAGE>

          Subordinate Component Balance: With respect to any Distribution Date
and Loan Group 2, the excess of the principal balance of Loan Group 2 as of
the first day of the related Due Period (after giving effect to Principal
Prepayments received in the Prepayment Period ending during such Due Period)
over the Certificate Principal Balance of the Class AV Certificates.

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

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

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

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

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

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

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

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



                                      51
<PAGE>

          Subservicer: As defined in Section 3.02(a).

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

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

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

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

          Swap Adjustment Rate: For any Distribution Date, a fraction, the
numerator of which is the sum of (a) the Net Swap Payment payable to the Swap
Counterparty with respect to such Distribution Date times a fraction, the
numerator of which is equal to 360 and the denominator of which is equal to
the actual number of days in the related Accrual Period and (b) 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 the denominator of which is equal to the sum of (i) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 2 and (ii) the
amount on deposit in the Pre-Funding Account in respect of Loan Group 2, in
each case, as of such Distribution Date.

          Swap Certificates: The Class AV Certificates and the Adjustable Rate
Subordinate Certificates.

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

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

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

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

          Swap Counterparty: Bear Stearns Financial Products Inc. and its
successors.

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


                                      52
<PAGE>



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

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

          Swap Trust: The trust fund established by Section 4.09.

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

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

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

          Terminator: As defined in Section 9.01.

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

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

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

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

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

          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

                                      53
<PAGE>

3.05(b)(2); (ii) the Certificate Account, the Distribution Account, the
Principal Reserve Fund, the Carryover Reserve Fund, the Pre-Funding Account
and all amounts deposited therein pursuant to the applicable provisions of
this Agreement; (iii) the rights to receive certain proceeds of the Corridor
Contract as provided in the Corridor Contract Administration Agreement; (iv)
property that secured a Mortgage Loan and has been acquired by foreclosure,
deed in lieu of foreclosure or otherwise; (v) the mortgagee's rights under the
Insurance Policies with respect to the Mortgage Loan; and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.

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

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

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

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

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

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

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

          Underwriters: Countrywide Securities Corporation and Lehman Brothers
Inc.

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

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


                                      54
<PAGE>

          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 95%
to the Certificates other than the Class A-R, Class CF, Class CV, Class PF and
Class PV 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 CF, Class CV, Class PF and Class PV Certificates. Voting
Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.

          Section 1.02 Certain Interpretive Provisions.

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

                                  ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

          Section 2.01 Conveyance of Mortgage Loans.

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



                                      55
<PAGE>

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

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


                                      56
<PAGE>

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

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

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

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

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

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

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

<TABLE>
<CAPTION>

Loan Group 1

                                                                                   Permitted
                                                                                  Variance or
Characteristic                                                   Value               Range
-------------------                                      ------------------- --------------------
<S>                                                           <C>                  <C>
Average Stated Principal Balance........................       $204,586               10%
Weighted Average Mortgage Rate..........................        7.149%               0.10%


                                      57
<PAGE>

Weighted Average Original Loan-to-Value Ratio...........        73.77%                3%
Weighted Average Remaining Term to Maturity.............      355 months           3 months
Weighted Average Credit Bureau Risk Score...............      611 points           5 points



Loan Group 2
                                                                                   Permitted
                                                                                  Variance or
Characteristic                                                   Value               Range
-------------------                                      ------------------- --------------------
Average Stated Principal Balance                               $228,573               10%
Weighted Average Mortgage Rate                                  7.502%               0.10%
Weighted Average Original Loan-to-Value Ratio                   77.78%                3%
Weighted Average Remaining Term to Maturity                   359 months           3 months
Weighted Average Credit Bureau Risk Score                     618 points           5 points
</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.




                                      58
<PAGE>

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

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

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

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

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

               (iii) in the case of each Mortgage Loan that is not a MERS
          Mortgage Loan, a duly executed assignment of the Mortgage to
          "Asset-Backed Certificates, Series 2006-1, CWABS, Inc., by The Bank
          of New York, a New York banking corporation, as trustee under the
          Pooling and Servicing Agreement dated as of January 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);




                                      59
<PAGE>

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

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

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

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

          In the event that in connection with any Mortgage Loan that is not a
MERS Mortgage Loan a Seller cannot deliver the original recorded Mortgage or
all interim recorded assignments of the Mortgage satisfying the requirements
of clause (ii), (iii) or (iv) concurrently with the execution and delivery
hereof, such Seller shall deliver or cause to be delivered to the Trustee a
true copy of such Mortgage and of each such undelivered interim assignment of
the Mortgage each certified by such Seller, the applicable title company,
escrow agent or attorney, or the originator of such Mortgage, as the case may
be, to be a true and complete copy of the original Mortgage or assignment of
Mortgage submitted for recording. For any such Mortgage Loan that is not a
MERS Mortgage Loan each Seller shall promptly deliver or cause to be delivered
to the Trustee such original Mortgage and such assignment or assignments with
evidence of recording indicated thereon upon receipt thereof from the public
recording official, or a copy thereof, certified, if appropriate, by the
relevant recording office, but in no event shall any such delivery be made
later than 270 days following the Closing Date; provided that in the 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


                                      60
<PAGE>

Seller shall deliver or cause to be delivered such documents to the Trustee as
promptly as possible upon receipt thereof. If the public recording office in
which a Mortgage or interim assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall satisfy a Seller's
obligations in Section 2.01. If any document submitted for recording pursuant
to this Agreement is (x) lost prior to recording or rejected by the applicable
recording office, the applicable Seller shall immediately prepare or cause to
be prepared a substitute and submit it for recording, and shall deliver copies
and originals thereof in accordance with the foregoing or (y) lost after
recording, the applicable Seller shall deliver to the Trustee a copy of such
document certified by the applicable public recording office to be a true and
complete copy of the original recorded document. Each Seller shall promptly
forward or cause to be forwarded to the Trustee (x) from time to time
additional original documents evidencing an assumption or modification of a
Mortgage Loan and (y) any other documents required to be delivered by the
Depositor or the Master Servicer to the Trustee within the time periods
specified in this Section 2.01.

          With respect to each Mortgage Loan other than a MERS Mortgage Loan
as to which the related Mortgaged Property and Mortgage File are located in
(a) the State of California or (b) any other jurisdiction under the laws of
which the recordation of the assignment specified in clause (iii) above is not
necessary to protect the Trustee's and the Certificateholders' interest in the
related Mortgage Loan, as evidenced by an Opinion of Counsel delivered by CHL
to the Trustee and a copy to the Rating Agencies, in lieu of recording the
assignment specified in clause (iii) above, the applicable Seller may deliver
an unrecorded assignment in blank, in form otherwise suitable for recording to
the Trustee; provided that if the related Mortgage has not been returned from
the applicable public recording office, such assignment, or any copy thereof,
of the Mortgage may exclude the information to be provided by the recording
office. As to any Mortgage Loan other than a MERS Mortgage Loan, the
procedures of the preceding sentence shall be applicable only so long as the
related Mortgage File is maintained in the possession of the Trustee in the
State or jurisdiction described in such sentence. In the event that with
respect to Mortgage Loans other than MERS Mortgage Loans (I) any Seller, the
Depositor, the Master Servicer or the NIM Insurer gives written notice to the
Trustee that recording is required to protect the right, title and interest of
the Trustee on behalf of the Certificateholders in and to any Mortgage Loan,
(II) a court recharacterizes any sale of the Mortgage Loans as a financing, or
(III) as a result of any change in or amendment to the laws of the State or
jurisdiction described in the first sentence of this paragraph or any
applicable political subdivision thereof, or any change in official position
regarding application or interpretation of such laws, including a holding by a
court of competent jurisdiction, such recording is so required, the Trustee
shall complete the assignment in the manner specified in clause (iii) above
and CHL shall submit or cause to be submitted for recording as specified above
or, should CHL fail to perform such obligations, the Trustee shall cause the
Master Servicer, at the Master Servicer's expense, to cause each such
previously unrecorded assignment to be submitted for recording as specified
above. In the event a Mortgage File is released to the Master Servicer as a
result of the Master Servicer's having completed a Request for Document
Release, the Trustee shall complete the assignment of the related Mortgage in
the manner specified in clause (iii) above.

          So long as the Trustee or its agent maintains an office in the State
of California, the Trustee or its agent shall maintain possession of and not
remove or attempt to remove from

                                      61
<PAGE>

the State of California any of the Mortgage Files as to which the related
Mortgaged Property is located in such State. In the event that a Seller fails
to record an assignment of a Mortgage Loan as herein provided within 90 days
of notice of an event set forth in clause (I), (II) or (III) of the preceding
paragraph, the Master Servicer shall prepare and, if required hereunder, file
such assignments for recordation in the appropriate real property or other
records office. Each Seller hereby appoints the Master Servicer (and any
successor servicer hereunder) as its attorney-in-fact with full power and
authority acting in its stead for the purpose of such preparation, execution
and filing.

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

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

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



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<PAGE>

          Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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

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

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



                                      63
<PAGE>

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

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

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

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

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

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

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

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

                                      64
<PAGE>

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

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

          It is understood and agreed that the obligation of CHL to substitute
for or to purchase any Mortgage Loan that does not meet the requirements of
Section 2.02(a) above shall constitute the sole remedy respecting such defect
available to the Trustee, the Depositor and any Certificateholder against any
Seller.

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

          (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

                                      65
<PAGE>

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

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

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

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

               (i) the original Mortgage Note, endorsed by manual or facsimile
          signature in blank in the following form: "Pay to the order of
          ________________ without recourse", with all intervening
          endorsements that show a complete chain of endorsement from the
          originator to the Person endorsing the Mortgage Note (each such
          endorsement being sufficient to transfer all right, title and
          interest of the party so

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<PAGE>

          endorsing, as noteholder or assignee thereof, in and to that
          Mortgage Note), or, if the original Mortgage Note has been lost or
          destroyed and not replaced, an original lost note affidavit, stating
          that the original Mortgage Note was lost or destroyed, together with
          a copy of the related Mortgage Note and all such intervening
          endorsements;

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

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

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

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

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

          If, in the course of such review, the Trustee finds any document or
documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include
such exceptions in such Final Certification (and the Trustee shall state in
such Final Certification whether any Mortgage File does not then include the
original or duplicate original lender's title policy or a printout of the
electronic equivalent and all riders thereto). If the public recording office
in which a Mortgage or assignment thereof is recorded retains the original of
such Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and
complete by such recording office, shall be deemed to satisfy the requirements
of clause (ii), (iii) or (iv) above, as applicable. CHL shall promptly correct
or cure such defect referred to above within 90 days from the date it was so
notified of such defect and, if CHL does not correct or cure such defect
within such period, CHL shall either (A) if the time to cure such defect
expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Subsequent Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject to
the conditions set forth in Section 2.03, or (B) purchase such Subsequent
Mortgage Loan from the Trust Fund within 90 days from the date CHL was
notified of such

                                      67
<PAGE>

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

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

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

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

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

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



                                      68
<PAGE>

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

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

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

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

                      (6) No consent, approval, authorization or order of any
        court or governmental agency or body is required for the execution,
        delivery and performance by the Master Servicer of, or compliance by
        the Master Servicer with, this Agreement or the

                                      69
<PAGE>

        consummation of the transactions contemplated hereby, or if any such
        consent, approval, authorization or order is required, the Master
        Servicer has obtained the same.

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

                      (8) The Master Servicer has fully furnished and will
        fully furnish, in accordance with the Fair Credit Reporting Act and
        its implementing regulations, accurate and complete information (i.e.,
        favorable and unfavorable) on its borrower credit files to Equifax,
        Experian, and Trans Union Credit Information Company (three of the
        credit repositories), on a monthly basis for the Mortgage Loans in
        Loan Group 2.

          (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.



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

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                      (36) On the basis of representations made by the
        Mortgagors in their loan applications, no more than approximately the
        percentage specified in the Collateral Schedule of the Initial
        Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, are
        secured by investor properties, and no less than approximately the
        percentage specified in the Collateral Schedule of the Initial
        Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, are
        secured by owner-occupied Mortgaged Properties that are primary
        residences.

                      (37) At the Cut-off Date, the improvements upon each
        Mortgaged Property are covered by a valid and existing hazard
        insurance policy with a generally acceptable carrier that provides for
        fire and extended coverage and coverage for such other hazards as are
        customary in the area where the Mortgaged Property is located in an
        amount that is at least equal to the lesser of (i) the maximum
        insurable value of the improvements securing such Mortgage Loan or
        (ii) the greater of (a) the outstanding principal balance of the
        Mortgage Loan and (b) an amount such that the proceeds of such policy
        shall be sufficient to prevent the Mortgagor and/or the mortgagee from
        becoming a co-insurer. If the Mortgaged Property is a condominium
        unit, it is included under the coverage afforded by a blanket policy
        for the condominium unit. All such individual insurance policies and
        all flood policies referred to in item (38) below contain a standard
        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


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<PAGE>

        Mortgagor thereunder to maintain all such insurance, including flood
        insurance, at the Mortgagor's cost and expense, and upon the
        Mortgagor's failure to do so, authorizes the holder of the Mortgage to
        obtain and maintain such insurance at the Mortgagor's cost and expense
        and to seek reimbursement therefor from the Mortgagor.

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

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

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

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

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

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

                      (44) All taxes, governmental assessments, insurance
        premiums, water, sewer and municipal charges, leasehold payments or
        ground rents that previously became due and owing have been paid, or
        an escrow of funds has been established in an amount sufficient to pay
        for every such item that remains unpaid and that has been assessed,
        but is not yet due and payable. Except for (A) payments in the nature
        of escrow payments, and (B) interest accruing from the date of the
        Mortgage Note or date of disbursement of the Mortgage proceeds,
        whichever is later, to the day that precedes by one month the Due

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        Date of the first installment of principal and interest, including
        without limitation, taxes and insurance payments, the Master Servicer
        has not advanced funds, or induced, solicited or knowingly received
        any advance of funds by a party other than the Mortgagor, directly or
        indirectly, for the payment of any amount required by the Mortgage.

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

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

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

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

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

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

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

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



                                      77
<PAGE>

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

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

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

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

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

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

                      (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.

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<PAGE>

        No borrower obtained a prepaid single-premium credit life, disability,
        accident or health insurance policy in connection with the origination
        of the Mortgage Loan.

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

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

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

                      (74) Each Mortgage Loan is secured by a "single family
        residence" within the meaning of Section 25(e)(10) of the Internal
        Revenue Code of 1986 (as amended) (the "Code"). The fair market value
        of the manufactured home securing each Mortgage Loan was at least
        equal to 80% of the adjusted issue price of the contract at either (i)
        the time the contract was originated (determined pursuant to the REMIC
        Provisions) or (ii) the time the contract is transferred to the
        purchaser. Each Mortgage Loan is a "qualified mortgage" under Section
        860G(a)(3) of the Code.

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

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

                      (77) [Reserved].



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

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

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

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

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

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<PAGE>

        statute, order or regulation of any court, regulatory body,
        administrative agency or governmental body having jurisdiction over it
        which breach or violation may materially impair Park Monaco's ability
        to perform or meet any of its obligations under this Agreement.

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

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

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

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

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

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

                      (2) Park Sienna has the full company power and authority
        to sell each Park Sienna Mortgage Loan, and to execute, deliver and
        perform, and to enter into and

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

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

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

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



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<PAGE>

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

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

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

          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

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Certificateholders the related Mortgage Note, Mortgage and assignment of the
Mortgage, and such other documents and agreements as are required by Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Replacement Mortgage Loans in the Due Period related to the Distribution Date
on which such proceeds are to be distributed shall not be part of the Trust
Fund and will be retained by the applicable Seller delivering such Replacement
Mortgage Loan on such Distribution Date. For the month of substitution,
distributions to Certificateholders will include the Scheduled Payment due on
any Deleted Mortgage Loan for the related Due Period and thereafter the
applicable Seller shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage
Loan Schedule for the benefit of the Certificateholders to reflect the removal
of such Deleted Mortgage Loan and the substitution of the Replacement Mortgage
Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to the Trustee. Upon such substitution, the Replacement Mortgage Loan
or Loans shall be subject to the terms of this Agreement in all respects, and
the applicable Seller delivering such Replacement Mortgage Loan shall be
deemed to have made with respect to such Replacement Mortgage Loan or Loans,
as of the date of substitution, the representations and warranties set forth
in Section 2.03(b), (c) or (d) with respect to such Mortgage Loan. Upon any
such substitution and the deposit to the Certificate Account of the amount
required to be deposited therein in connection with such substitution as
described in the following paragraph, the Trustee shall release to the
Representing Party the Mortgage File relating to such Deleted Mortgage Loan
and held for the benefit of the Certificateholders and shall execute and
deliver at the Master Servicer's direction such instruments of transfer or
assignment as have been prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the applicable Seller, or its
respective designee, title to the Trustee's interest in any Deleted Mortgage
Loan substituted for pursuant to this Section 2.03.

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

          In the event that a Seller shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited in the Certificate Account
pursuant to Section 3.05 on the Determination Date for the Distribution Date
in the month following the month during which such Seller became obligated to
repurchase or replace such Mortgage Loan and upon such deposit of the Purchase
Price, the delivery of the Opinion of Counsel required by Section 2.05, if
any, and the receipt of a Request for File Release, the Trustee shall release
the related Mortgage File held for the benefit of the Certificateholders to
such Seller, and the Trustee shall execute and deliver at such Person's
direction the related instruments of transfer or assignment prepared by

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<PAGE>

such Seller, in each case without recourse, as shall be necessary to transfer
title from the Trustee for the benefit of the Certificateholders and transfer
the Trustee's interest to such Seller to any Mortgage Loan purchased pursuant
to this Section 2.03. It is understood and agreed that the obligation under
this Agreement of the Sellers to cure, repurchase or replace any Mortgage Loan
as to which a breach has occurred and is continuing shall constitute the sole
remedy against the Sellers respecting such breach available to
Certificateholders, the Depositor or the Trustee.

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

          Section 2.04 Representations and Warranties of the Depositor.

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

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

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

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

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<PAGE>

        of any court, regulatory body, administrative agency or governmental
        body having jurisdiction over it which breach or violation may
        materially impair the Depositor's ability to perform or meet any of
        its obligations under this Agreement.

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

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

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

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

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

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

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sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding. Any Mortgage Loan as to which repurchase or
substitution was delayed pursuant to this paragraph shall be repurchased or
the substitution therefor shall occur (subject to compliance with Sections
2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or
imminent default with respect to such loan and (b) receipt by the Trustee of
an Opinion of Counsel to the effect that such repurchase or substitution, as
applicable, will not result in the events described in clause (i) or clause
(ii) of the preceding sentence.

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

          Section 2.06 Authentication and Delivery of Certificates.

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

          Section 2.07 Covenants of the Master Servicer.

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

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

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

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                                  ARTICLE III.
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

             Section 3.01 Master Servicer to Service Mortgage Loans.

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


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<PAGE>


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

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

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

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

          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


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delivery of such instruments. The Master Servicer, with the written consent of
the NIM Insurer (which consent shall not be unreasonably withheld), shall be
entitled to terminate any Subservicing Agreement and the rights and
obligations of any Subservicer pursuant to any Subservicing Agreement in
accordance with the terms and conditions of such Subservicing Agreement.
Notwithstanding the provisions of any subservicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between
the Master Servicer or a subservicer or reference to actions taken through a
Master Servicer or otherwise, the Master Servicer shall remain obligated and
liable to the Depositor, the Trustee and the Certificateholders for the
servicing and administration of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or
liability by virtue of such subservicing agreements or arrangements or by
virtue of indemnification from the subservicer and to the same extent and
under the same terms and conditions as if the Master Servicer alone were
servicing and administering the Mortgage Loans. Every subservicing agreement
entered into by the Master Servicer shall contain a provision giving the
successor Master Servicer the option to terminate such agreement without cost
in the event a successor Master Servicer is appointed. All actions of each
subservicer performed pursuant to the related subservicing agreement shall be
performed as an agent of the Master Servicer with the same force and effect as
if performed directly by the Master Servicer.

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

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

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


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be, shall use its reasonable best efforts to assure the confidentiality of any
such disseminated non-public information. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer under this
Agreement and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer under this Agreement
or exercise the rights of the Master Servicer under this Agreement; provided
by virtue of such performance by the Depositor of its designee. The Depositor
shall not have any responsibility or liability for any action or failure to
act by the Master Servicer and is not obligated to supervise the performance
of the Master Servicer under this Agreement or otherwise.

          Section 3.04 Trustee to Act as Master Servicer.

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

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

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

          (a) The Master Servicer shall make reasonable efforts in accordance
with customary and usual standards of practice of prudent mortgage lenders in
the respective states in which the Mortgaged Properties are located to collect
all payments called for under the terms and provisions of the Mortgage Loans
to the extent such procedures shall be consistent with this Agreement and the
terms and provisions of any related Required Insurance Policy. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge


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or, subject to Section 3.19, any Prepayment Charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the due
dates for payments due on a Mortgage Note for a period not greater than 270
days. In the event of any such arrangement, the Master Servicer shall make
Advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. In addition, the NIM
Insurer's prior written consent shall be required for any waiver of Prepayment
Charges or for the extension of the due dates for payments due on a Mortgage
Note, if the aggregate number of outstanding Mortgage Loans that have been
granted such waivers or extensions exceeds 5% of the aggregate number of
Initial Mortgage Loans and Subsequent Mortgage Loans. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.

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

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

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

                    (3) all Insurance Proceeds;

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

                    (5) all Compensating Interest;

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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


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

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

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

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

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

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

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


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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
and Principal Remittance 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 $300.00.
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 PF Principal Distribution Date,
the Trustee shall transfer $100.00 from the Principal Reserve Fund to the
Distribution Account and shall distribute such amount to the Class PF
Certificates on the Class PF Principal Distribution Date. On the Business Day
before the Class PV 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 PV Certificates on the Class PV Principal
Distribution Date. Following the distributions to be made in accordance with
the two preceding sentences, 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 Certificate holders and remittance to the Swap Account
in the manner specified


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in this Agreement (and to withhold from the amounts so withdrawn, the amount
of any taxes that it is authorized to retain pursuant to the penultimate
paragraph of Section 8.11). In addition, the Trustee may from time to time
make withdrawals from the Distribution Account for the following purposes:

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

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

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

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

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

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

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

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

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

          Section 3.09 [Reserved].

          Section 3.10 Maintenance of Hazard Insurance.

          The Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance with extended coverage in an amount that is at least
equal to the lesser of (i) the maximum insurable value of the improvements
securing such Mortgage Loan and (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such that the


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

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

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


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

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

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

          (a) The Master Servicer may agree to a modification of any Mortgage
Loan (the "Modified Mortgage Loan") if (i) CHL purchases the Modified Mortgage
Loan from the Trust Fund immediately following the modification as described
below and (ii) the Stated


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

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


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

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

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


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

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

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

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

          (c) [Reserved].

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



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

          Section 3.13 Trustee to Cooperate; Release of Mortgage Files.

          Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer will promptly notify
the Trustee by delivering a Request for File Release. Upon receipt of such
request, the Trustee shall promptly release the related Mortgage File to the
Master Servicer, and the Trustee shall at the Master Servicer's direction
execute and deliver to the Master Servicer the request for reconveyance, deed
of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage in each case provided by the Master
Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. The Master Servicer is authorized to cause the removal
from the registration on the MERS(R) System of such Mortgage and to execute
and deliver, on behalf of the Trust Fund and the Certificateholders or any of
them, any and all instruments of satisfaction or cancellation or of partial or
full release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account, the Distribution Account, the Carryover Reserve Fund or the related
subservicing account. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, upon delivery to the Trustee
of a Request for Document Release or a Request for File Release, as
applicable, release the documents specified in such request or the Mortgage
File, as the case may be, to the Master Servicer. Subject to the further
limitations set forth below, the Master Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee when the need therefor
by the Master Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer


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shall deliver to the Trustee a Request for File Release for any remaining
documents in the Mortgage File not in the possession of the Master Servicer.

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

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

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


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          Section 3.15 Servicing Compensation.

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

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

          Section 3.16 Access to Certain Documentation.

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

          Section 3.17 Annual Statement as to Compliance.

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


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          (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 The Corridor Contract.

          CHL shall cause The Bank of New York to enter into the Corridor
Contract Administration Agreement and shall assign all of its right, title and
interest in and to the interest rate corridor transaction evidenced by the
Corridor Contract to, and shall cause all of its obligations in respect of
such transaction to be assumed by, the Corridor Contract Administrator, on the
terms and conditions set forth in the Corridor Contract Assignment Agreement.
The Trustee's rights to receive certain proceeds of the Corridor Contract as
provided in the Corridor Contract Administration Agreement will be an asset of
the Trust Fund but will not be an asset of any REMIC. The Trustee shall
deposit any amounts received from time to time with respect to the Corridor
Contract into the Carryover Reserve Fund. The Master Servicer shall deposit
any amounts received on behalf of the Trustee from time to time with respect
to the Corridor Contract into the Carryover Reserve Fund.

          No later than two Business Days following each Distribution Date,
the Trustee shall provide the Corridor Contract Administrator with information
regarding the Certificate Principal Balance of the Class AF-1 Certificates
after all distributions on such Distribution Date.

          The Trustee shall direct the Corridor Contract Administrator to
terminate the Corridor Contract upon the occurrence of certain events of
default or termination events to the extent specified thereunder. Upon any
such termination, the Corridor Contract Counterparty will be obligated to pay
the Corridor Contract Administrator an amount in respect of such termination,
and the portion of such amount that is distributable to the Trust Fund
pursuant to the Corridor Contract Administration Agreement and received by the
Trustee or the Master Servicer for the benefit of the Trust Fund, as the case
may be, in respect of such termination shall be deposited and held in the
Carryover Reserve Fund to pay Net Rate Carryover for the Class AF-1
Certificates as provided in Section 4.04(e) on the Distribution Dates
following such termination to and including the Corridor Contract Termination
Date, but shall not be available for distribution to the Class CF Certificates
pursuant to Section 4.07(c) until such Corridor Contract Termination Date. On
the Corridor Contract Termination Date, after all other distributions on


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such date, if any such amount in respect of early termination of the
Corridor Contract remains in the Carryover Reserve Fund, such amounts shall be
distributed by the Trustee to the Class CF Certificates.

          Section 3.19 Prepayment Charges.

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

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

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

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


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representing such Prepayment Charge previously collected and paid by the
Master Servicer into the Certificate Account.

          Section 3.20 Swap Contract.

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

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

          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 Swap Certificates
after all distributions on such Distribution Date.

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

          Upon the Swap Trustee obtaining actual knowledge of an Event of
Default (as defined in the Swap Contract) or Termination Event (as defined in
the Swap Contract) for which the Swap Contract Administrator has the right to
designate an Early Termination Date (as defined in the Swap Contract), the
Swap Trustee shall act at the written direction of the Depositor as to whether
to direct the Swap Contract Administrator to designate an Early


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Termination Date; provided, however, that the Swap Trustee shall provide
written notice to each Rating Agency following the Event of Default or
Termination Event. Upon the termination of the Swap Contract under the
circumstances contemplated by this Section 3.21, the Swap Trustee shall use
its reasonable best efforts to enforce the rights of the Swap Contract
Administrator as may be permitted by the terms of the Swap Contract and
consistent with the terms hereof, and CHL shall assist the Swap Contract
Administrator in procuring a replacement swap contract with terms
approximating those of the original Swap Contract.

          In the event that the swap counterparty in respect of a replacement
swap contract pays any upfront amount to the Swap Contract Administrator in
connection with entering into the replacement swap contract and such upfront
amount is received by the Swap Contract Administrator prior to the
Distribution Date on which any Swap Termination Payment will be payable to the
Swap Counterparty in respect of the original Swap Contract, any portion of the
upfront amount payable by the replacement swap counterparty that is remitted
by the Swap Contract Administrator to the Swap Trustee to be included in
Interest Funds for Loan Group 2 for that Distribution Date shall be included
in Interest Funds for Loan Group 2 for that Distribution Date.

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

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

                                  ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

          Section 4.01 Advances; Remittance Reports.

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

          (b) Subject to the conditions of this Article IV, the Master
Servicer, as required below, shall make an Advance and deposit such Advance in
the Certificate Account. Each such Advance shall be remitted to the
Certificate Account no later than 1:00 p.m. Pacific time on the Master
Servicer Advance Date in immediately available funds. The Trustee will provide
notice to the Master Servicer by facsimile by the close of business on any
Master Servicer Advance Date in the event that the amount remitted by the
Master Servicer to the Trustee on the Distribution Account Deposit Date is
less than the Advances required to be made by the Master Servicer for such
Distribution Date. The Master Servicer shall be obligated to


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make any such Advance only to the extent that such advance would not be a
Nonrecoverable Advance. If the Master Servicer shall have determined that it
has made a Nonrecoverable Advance or that a proposed Advance or a lesser
portion of such Advance would constitute a Nonrecoverable Advance, the Master
Servicer shall deliver (i) to the Trustee for the benefit of the
Certificateholders funds constituting the remaining portion of such Advance,
if applicable, and (ii) to the Depositor, each Rating Agency and the Trustee
an Officer's Certificate setting forth the basis for such determination.

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

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


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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 for Loan Group 1 shall be distributed from the Distribution
Account in the following order of priority:

                    (i) concurrently, to the Classes of Class AF Certificates,
          the Current Interest and Interest Carry Forward Amount for those
          Classes and such Distribution Date, pro rata, based on their
          respective entitlements,

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

                    (iii) any remainder as part of the Fixed Rate Loan Group
          Excess Cashflow.

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


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                    (i) to the Swap Account, the amount of any Net Swap
          Payment and any Swap Termination Payment (other than a Swap
          Termination Payment due to a Swap Counterparty Trigger Event)
          payable to the Swap Counterparty with respect to such Distribution
          Date;

                    (ii) concurrently, to the Classes of Class AV
          Certificates, pro rata, the Current Interest and Interest Carry
          Forward Amount for each such Class for such Distribution Date,

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

                    (iv) any remainder as part of the Adjustable Rate Loan
          Group Excess Cashflow.

          (c) On each Distribution Date, the Principal Distribution Amount for
such Distribution Date with respect to Loan Group 1 shall be distributed by
the Trustee from the Distribution Account in the following order of priority
(with the Principal Distribution Amount exclusive of the portion thereof
consisting of the Extra Principal Distribution Amount being applied first and
the Extra Principal Distribution Amount being applied thereafter):

                    (1) with respect to any Distribution Date prior to the
     Fixed Rate Stepdown Date or on which a Fixed Rate Trigger Event is in
     effect, from the Principal Distribution Amount for Loan Group 1,
     sequentially:

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

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

                    (C) any remainder as part of the Fixed Rate Loan Group
          Excess Cashflow.

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

                    (A) in an amount up to the Class AF Principal Distribution
          Amount, to the Class AF Certificates in the amounts and order of
          priority set forth in clause (3) below, until the Certificate
          Principal Balances thereof are reduced to zero,

                    (B) sequentially, to the Class MF-1, Class MF-2, Class
          MF-3, Class MF-4, Class MF-5, Class MF-6, Class MF-7, Class MF-8 and
          Class BF


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          Certificates, in that order, the Fixed Rate Subordinate Class
          Principal Distribution Amount for each such Class, in each case
          until the Certificate Principal Balance thereof is reduced to zero,
          and

                    (C) any remainder as part of the Fixed Rate Loan Group
          Excess Cashflow.

                    (3) On each Distribution Date on which any principal
     amounts are to be distributed to the Class AF Certificates, such amounts
     shall be distributed to the Class AF Certificates in the following order
     of priority:

                    (A) the NAS Principal Distribution Amount to the Class
          AF-6 Certificates, until the Certificate Principal Balance thereof
          is reduced to zero,

                    (B) sequentially, to the Class AF-1, Class AF-2, Class
          AF-3, Class AF-4 and Class AF-5 Certificates, in that order, until
          the Certificate Principal Balances thereof are reduced to zero, and

                    (C) to the Class AF-6 Certificates without regard to the
          NAS Principal Distribution Amount, until the Certificate Principal
          Balance thereof is reduced to zero.

          (d) On each Distribution Date, the Principal Distribution Amount for
such Distribution Date with respect to Loan Group 2 shall be distributed by
the Trustee from the Distribution Account in the following order of priority
(with the Principal Distribution Amount exclusive of the portion thereof
consisting of the Extra Principal Distribution Amount being applied first and
the Extra Principal Distribution Amount being applied thereafter):

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

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

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

                    (C) any remainder as part of the Adjustable Rate Loan
          Group Excess Cashflow.

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


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<PAGE>


                    (A) in an amount up to the Class AV Principal Distribution
          Amount, to the Class AV Certificates in the amounts and order of
          priority set forth in clause (3) below, until the Certificate
          Principal Balances thereof are reduced to zero,

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

                    (C) any remainder as part of the Adjustable Rate Loan
          Group Excess Cashflow.

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

          (e) With respect to any Distribution Date, any Fixed Rate Loan Group
Excess Cashflow and shall be distributed to the Classes of Certificates in the
following order of priority, to the extent of the remaining Fixed Rate Loan
Group Excess Cashflow:

                    (1) to the Holders of the Class or Classes of Class AF
          Certificates and Fixed Rate Subordinate Certificates then entitled
          to receive distributions in respect of principal, in an amount equal
          to the Extra Principal Distribution Amount for Loan Group 1, payable
          to such Holders as part of the Principal Distribution Amount for
          Loan Group 1 pursuant to Section 4.04(c) above;

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

                    (3) sequentially, to the Holders of the Class MF-1, Class
          MF-2, Class MF-3, Class MF-4, Class MF-5, Class MF-6, Class MF-7,
          Class MF-8 and Class BF Certificates, in that order, in each case
          first in an amount equal to any Interest Carry Forward Amount for
          such Class and then in an amount equal to the Unpaid Realized Loss
          Amount for such Class;

                    (4) to the Carryover Reserve Fund and from the Carryover
          Reserve Fund to the Holders of each Class of Class AF Certificates
          and Fixed Rate Subordinate Certificates (in the case of the Class
          AF-1 Certificates after application of amounts received under the
          Corridor Contract to cover Net Rate Carryover), pro rata based on
          the Certificate Principal Balances thereof, to the extent needed to
          pay any unpaid Net Rate Carryover for each such Class; and then any
          Fixed Rate Loan Group Excess Cashflow remaining after such
          allocation to pay Net Rate Carryover based on the Certificate
          Principal Balances of the Certificates shall be distributed to each
          Class of Class AF Certificates and Fixed Rate Subordinate
          Certificates with respect to which there remains


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          any unpaid Net Rate Carryover, pro rata, based on the amount of such
          unpaid Net Rate Carryover;

                    (5) to the Holders of the Class or Classes of Class AV
          Certificates and Adjustable Rate Subordinate Certificates then
          entitled to receive distributions in respect of principal, payable
          to such Holders as part of the Principal Distribution Amount as
          described under Section 4.04(d) above, in an amount equal to the
          Extra Principal Distribution Amount for Loan Group 2 not covered by
          the Adjustable Rate Loan Group Excess Cashflow or Net Swap Payments;

                    (6) concurrently, to the Holders of each Class of Class AV
          Certificates, pro rata based on the Unpaid Realized Loss Amounts for
          such Classes remaining undistributed after application of the
          Adjustable Rate Loan Group Excess Cashflow and Net Swap Payments, in
          each case in an amount equal to the Unpaid Realized Loss Amount for
          each such Class remaining undistributed after application of the
          Adjustable Rate Loan Group Excess Cashflow and Net Swap Payments;

                    (7) sequentially, to the Holders of the Class MV-1, Class
          MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7,
          Class MV-8 and Class BV Certificates, in that order, in each case in
          an amount equal to the Unpaid Realized Loss Amount for such Class
          remaining undistributed after application of the Adjustable Rate
          Loan Group Excess Cashflow and Net Swap Payments;

                    (8) 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
          without regard to any amounts allocated to the Trust Fund in respect
          of the Corridor Contract not required to cover Net Rate Carryover on
          the related Class(es) of Certificates on such Distribution Date);

                    (9) to the Class CF Certificateholders, the Class CF
          Distributable Amount for such Distribution Date; and

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

          (f) With respect to any Distribution Date, any Adjustable Rate Loan
Group Excess Cashflow shall be distributed to the Classes of Certificates in
the following order of priority to the extent of the remaining Adjustable Rate
Loan Group Excess Cashflow:

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

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


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                    (3) sequentially, to the Holders of the Class MV-1, Class
          MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7,
          Class MV-8 and Class BV Certificates, in that order, in each case
          first in an amount equal to any Interest Carry Forward Amount for
          such Class and then in an amount equal to the Unpaid Realized Loss
          Amount for such Class;

                    (4) to the Carryover Reserve Fund and from the Carryover
          Reserve Fund to the Holders of each Class of Class AV Certificates
          and Adjustable Rate Subordinate 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
          Adjustable Rate Loan Group Excess Cashflow remaining after such
          allocation to pay Net Rate Carryover based on the Certificate
          Principal Balances of those Certificates shall be distributed to
          each Class of Class AV Certificates and Adjustable Rate Subordinate
          Certificates with respect to which there remains any unpaid Net Rate
          Carryover (after the distribution based on Certificate Principal
          Balances), pro rata, based on the amount of such unpaid Net Rate
          Carryover;

                    (5) if the Fixed Rate Overcollateralization Target Amount
          has at any previous time been met, to the Holders of the Class or
          Classes of Class AF Certificates and Fixed Rate Subordinate
          Certificates then entitled to receive distributions in respect of
          principal, payable to such Holders as part of the Principal
          Distribution Amount pursuant to Section 4.04(c) above, in an amount
          equal to the Extra Principal Distribution Amount for Loan Group 1
          not covered by the Fixed Rate Loan Group Excess Cashflow;

                    (6) concurrently, to the Holders of the Class AF
          Certificates, pro rata based on the Unpaid Realized Loss Amounts for
          such Classes remaining undistributed after application of the Fixed
          Rate Loan Group Excess Cashflow in an amount equal to the Unpaid
          Realized Loss Amount for such Class remaining undistributed after
          application of the Fixed Rate Loan Group Excess Cashflow;

                    (7) sequentially, to the Holders of each Class of Class
          MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5, Class MF-6,
          Class MF-7, Class MF-8 and Class BF Certificates, in that order, in
          each case in an amount equal to the Unpaid Realized Loss Amount for
          each such Class remaining undistributed after application of the
          Fixed Rate Loan Group Excess Cashflow;

                    (8) 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
          without regard to any amounts allocated to the Trust Fund in respect
          of the Corridor Contract not required to cover Net Rate Carryover on
          the related Class(es) of Certificates on such Distribution Date);

                    (9) 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;

                    (10) to the Class CV Certificateholders, the Class CV
          Distributable Amount for such Distribution Date; and


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

          (g) On each Distribution Date on or prior to the Corridor Contract
Termination Date, amounts received by the Trustee in respect of the Corridor
Contract for such Distribution Date shall be withdrawn from the Carryover
Reserve Fund and distributed to the Class AF-1 Certificates to the extent
needed to pay any Net Rate Carryover with respect to such Class. Any amounts
remaining in the Carryover Reserve Fund in respect of the Corridor Contract
shall be distributed to the Holders of the Class CF Certificates as provided
in Section 4.07(c).

          (h) On each Distribution Date on or prior to the Swap Contract
Termination Date, following the deposits to the Swap Account pursuant to
4.04(b)(i) and Section 4.09 and the distributions described under Sections
4.04(e)(1) through (4) and 4.04(f)(1) through (4), the Swap Trustee shall
distribute amounts on deposit in the Swap Account in the following amounts and
order of priority:

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

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

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

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

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

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


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

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

          On each Distribution Date on or prior to the Swap Contract
Termination Date, following the distributions described under Sections
4.04(e)(5) through (10) and 4.04(f)(5) through (8) and following the deposit
to the Swap Account pursuant to Section 4.04(f)(9), the Swap Trustee shall
distribute amounts on deposit in the Swap Account to the Swap Contract
Administrator for payment to the Swap Counterparty, any Swap Termination
Payment due to a Swap Counterparty Trigger Event payable to the Swap
Counterparty with respect to such Distribution Date.

          (i) To the extent that a Class of Interest Bearing Certificates
receives interest in excess of the applicable Net Rate Cap, such interest is
paid pursuant to Section 4.04(e) and/or 4.04(f), such interest shall be deemed
to have been paid to the Carryover Reserve Fund and then paid by the Carryover
Reserve Fund to those Certificateholders, and such interest is paid pursuant
to Section 4.04(h), 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, in the case of any such
amounts relating to the Corridor Contract, to the Class CF Certificates.

          (j) On each Distribution Date, all Prepayment Charges (including
amounts deposited in connection with the full or partial waiver of such
Prepayment Charges pursuant to Section 3.19) with respect to Loan Group 1
shall be allocated to the Class PF Certificates. On each Distribution Date,
all Prepayment Charges (including amounts deposited in connection with the
full or partial waiver of such Prepayment Charges pursuant to Section 3.19)
with respect to Loan Group 2 shall be allocated to the Class PV Certificates.
On the Class PF Principal Distribution Date, the Trustee shall make the
$100.00 distribution to the Class PF Certificates as specified in Section
3.08. On the Class PV Principal Distribution Date, the Trustee shall make the
$100.00 distribution to the Class PV Certificates as specified in Section
3.08.

          (k) On each Distribution Date, the Trustee shall allocate any
Applied Realized Loss Amount for Loan Group 1, first, to reduce the
Certificate Principal Balances of the Class BF, Class MF-8, Class MF-7, Class
MF-6, Class MF-5, Class MF-4, Class MF-3, Class MF-2 and Class MF-1
Certificates, sequentially, in that order, in each case until the Certificate
Principal Balance thereof is reduced to zero and second, to reduce the
Certificate Principal Balances of the Class AF 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.


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          On each Distribution Date, the Trustee shall allocate any Applied
Realized Loss Amount for Loan Group 2, first, to reduce the Certificate
Principal Balances of the Class BV, Class MV-8, Class MV-7, Class MV-6, Class
MV-5, Class MV-4, Class MV-3, Class MV-2 and Class MV-1 Certificates,
sequentially, in that order, in each case until the Certificate Principal
Balance thereof is reduced to zero and second, to reduce the Certificate
Principal Balances of the Class AV 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.

          (l) On each Distribution Date, the Trustee shall allocate the amount
of the Subsequent Recoveries for Loan Group 1, if any, first to increase the
Certificate Principal Balances of the Class AF Certificates to which Applied
Realized Loss Amounts have been previously allocated, on a pro rata basis
according to their respective Certificate Principal Balances and 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 Fixed Rate
Subordinate Certificates to which Applied Realized Loss Amounts have been
previously allocated, sequentially, to the Class MF-1, Class MF-2, Class MF-3,
Class MF-4, Class MF-5, Class MF-6, Class MF-7, Class MF-8 and Class BF
Certificates, in that order, in each case by not more than the amount of the
Unpaid Realized Loss Amount of such Class.

          On each Distribution Date, the Trustee shall allocate the amount of
the Subsequent Recoveries for Loan Group 2, if any, first to increase the
Certificate Principal Balances of the Class AV Certificates to which Applied
Realized Loss Amounts have been previously allocated, on a pro rata basis
according to their respective Certificate Principal Balances and 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 Adjustable Rate
Subordinate Certificates to which Applied Realized Loss Amounts have been
previously allocated, sequentially, to the Class MV-1, Class MV-2, Class MV-3,
Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8 and Class BV
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.

          (m) 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.


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          On or before 5:00 p.m. Pacific time on the fifth Business Day
following each Determination Date (but in no event later than 5:00 p.m.
Pacific time on the third Business Day before the related Distribution Date),
the Master Servicer shall deliver a report to the Trustee (in the form of a
computer readable magnetic tape or by such other means as the Master Servicer
and the Trustee may agree from time to time) containing such data and
information as agreed to by the Master Servicer and the Trustee such as to
permit the Trustee to prepare the Monthly Statement and make the required
distributions for the related Distribution Date (the "Remittance Report"). The
Trustee shall not be responsible to recompute, recalculate or verify
information provided to it by the Master Servicer and shall be permitted to
conclusively rely on any information provided to it by the Master Servicer.

          Section 4.05 Monthly Statements to Certificateholders.

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

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

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

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

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


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

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

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

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

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

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

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

                    Section 4.06 [Reserved].

                    Section 4.07 Carryover Reserve Fund.

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

          (b) On each Distribution Date, the Trustee shall deposit all amounts
received in respect of the Corridor Contract in the Carryover Reserve Fund.
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) Any amounts received in respect of the Corridor Contract with
respect to a Distribution Date and remaining after the distributions required
pursuant to Section 4.04(g) shall


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be distributed to the Class CF Certificates; provided, however, that if the
Corridor Contract is subject to early termination, early termination payments
received in respect of the Corridor Contract shall be deposited by the Trustee
in the Carryover Reserve Fund and withdrawn from the Carryover Reserve Fund to
pay any Net Rate Carryover for the applicable Classes of Certificates as
provided in Section 4.04(g) on the Distribution Dates following such
termination to and including the Corridor Contract Termination Date, but such
early termination payments shall not be available for distribution to the
Class CF Certificates on future Distribution Dates until the Corridor Contract
Termination Date.

          (d) (1) Funds in the Carryover Reserve Fund in respect of amounts
received under the Corridor Contract may be invested in Permitted Investments
at the written direction of the Majority Holder of the Class CF 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 Carryover 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 Trustee, for the benefit of the Certificateholders.
In the absence of such written direction, all funds in the Carryover Reserve
Fund in respect of amounts received under the Corridor Contract shall be
invested by the Trustee in The Bank of New York cash reserves. Any net
investment earnings on such amounts shall be payable pro rata to the Holders
of the Class CF Certificates in accordance with their Percentage Interests.
Any losses incurred in the Carryover Reserve Fund in respect of any such
investments shall be charged against amounts on deposit in the Carryover
Reserve Fund (or such investments) immediately as realized.

                    (2) 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 Carryover Reserve Fund and made in accordance with
          this Section 4.07. The Carryover Reserve Fund shall not constitute
          an asset of any REMIC created hereunder. The Class CF and Class CV
          Certificates shall evidence ownership of the Carryover Reserve Fund
          for federal tax purposes.

          Section 4.08 [Reserved].

          Section 4.09 Swap Trust and Swap Account.

          On the Closing Date, there is hereby established a separate trust
(the "Swap Trust"), the assets of which shall consist of the Trustee's rights
and obligations under the Swap Contract Administration Agreement. The Swap
Trust shall be maintained by the Swap Trustee, who initially, shall be the
Trustee. The Swap Trustee shall hold the assets of the Swap Trust in trust for
the benefit of the Holders of the Swap 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 2006-1." 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


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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(h). For federal income tax purposes, the
Swap Trust, including the Swap Account, shall be owned by the Class CV
Certificates.

          On each Distribution Date, the Trustee shall make a deposit to the
Swap Account pursuant to Section 4.04(b)(i), and to the extent that the amount
of such deposit is insufficient to pay any Net Swap Payment and/or Swap
Termination Payment (other than a Swap Termination Payment due to a Swap
Counterparty Trigger Event) due to the Swap Counterparty with respect to such
Distribution Date, the Trustee shall withdraw, out of amounts on deposit in
the Distribution Account in respect of the Principal Remittance Amount for
Loan Group 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.

                                  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-27, Exhibit B, Exhibit C, Exhibit D and Exhibit E.
The Certificates shall be issuable in registered form, in the minimum dollar
denominations, integral dollar multiples in excess thereof and aggregate
dollar denominations as set forth in the following table:

                                      Integral Multiples    Original Certificate
    Class       Minimum Denomination  in Excess of Minimum  Principal Balance
--------------- --------------------  --------------------  --------------------
    AF-1        $     20,000          $      1,000             $147,232,000
    AF-2        $     20,000          $      1,000             $ 22,857,000
    AF-3        $     20,000          $      1,000             $ 90,995,000
    AF-4        $     20,000          $      1,000             $ 21,633,000
    AF-5        $     20,000          $      1,000             $ 38,617,000
    AF-6        $     20,000          $      1,000             $ 44,200,000
    MF-1        $     20,000          $      1,000             $ 13,260,000
    MF-2        $     20,000          $      1,000             $ 12,155,000
    MF-3        $     20,000          $      1,000             $  7,293,000
    MF-4        $     20,000          $      1,000             $  6,409,000
    MF-5        $     20,000          $      1,000             $  6,188,000
    MF-6        $     20,000          $      1,000             $  5,525,000
    MF-7        $    100,000          $      1,000             $  5,304,000
    MF-8        $    100,000          $      1,000             $  4,641,000
     BF         $    100,000          $      1,000             $  4,420,000
    AV-1        $     20,000          $      1,000             $139,560,000
    AV-2        $     20,000          $      1,000             $115,712,000
    AV-3        $     20,000          $      1,000             $ 25,042,000
    MV-1        $     20,000          $      1,000             $ 14,320,000


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<PAGE>


                                      Integral Multiples    Original Certificate
    Class       Minimum Denomination  in Excess of Minimum  Principal Balance
--------------- --------------------  --------------------  --------------------
    MV-2        $     20,000          $      1,000             $ 13,067,000
    MV-3        $     20,000          $      1,000             $  7,518,000
    MV-4        $     20,000          $      1,000             $  6,802,000
    MV-5        $     20,000          $      1,000             $  6,802,000
    MV-6        $     20,000          $      1,000             $  5,907,000
    MV-7        $     20,000          $      1,000             $  5,549,000
    MV-8        $    100,000          $      1,000             $  5,012,000
     BV         $    100,000          $      1,000             $  3,759,000
    A-R         $      99.95(1)              N/A               $        100
     CF                N/A                   N/A                      N/A
     CV                N/A                   N/A                      N/A
     PF                N/A                   N/A               $        100
     PV                N/A                   N/A               $        100
(1)       The Tax Matters Person Certificate may be issued in a denomination
          of $0.05.

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

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

          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


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<PAGE>


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

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

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

          (b) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such
Certificateholder's prospective transferee shall (except in connection with
any transfer of a Private Certificate to an affiliate of the Depositor (either
directly or through a nominee) in connection with the initial issuance of the
Certificates) each certify to the Trustee in writing the facts surrounding the
Transfer in substantially the forms set forth in Exhibit J-2 and, in the case
of a Class A-R Certificate, Exhibit J-1 (the "Transferor Certificate") and (i)
deliver a letter in substantially the form of either Exhibit K (in the case of
the Class PF, Class PV, Class CF and Class CV Certificates only) (the
"Investment Letter") or Exhibit L (in the case of any Private Certificate)
(the "Rule 144A Letter") or (ii) there shall be delivered to the Trustee at
the expense of the Certificateholder desiring to effect such transfer an
Opinion of Counsel that such Transfer may be made pursuant to an exemption
from the Securities Act; provided, however, that in the case of the delivery
of an Investment Letter in connection with the transfer of any Class C or
Class P Certificate to a transferee that is formed with the purpose of issuing
notes backed by such Class C or Class P Certificate, as the case may be,
clause (b) and (c) of the form of Investment Letter shall not be applicable
and shall be deleted by such transferee. The Depositor shall provide to any
Holder of a Private Certificate and any prospective transferee designated by
any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
Certificate without registration thereof under the Securities Act pursuant to
the registration exemption provided by Rule 144A. The Trustee and the Master
Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Depositor such information regarding the Certificates, the Mortgage Loans and
other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each Holder of a
Private Certificate desiring to effect such Transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Trust Fund, each Seller,
the Master Servicer and the NIM Insurer


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<PAGE>


against any liability that may result if the Transfer is not so exempt or is
not made in accordance with such federal and state laws.

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


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<PAGE>


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

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

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

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

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

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


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<PAGE>


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

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

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

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


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          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 or
the NIM Insurer or any agent of the Master Servicer, the Trustee or the NIM
Insurer shall be affected by any notice to the contrary.

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

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


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          Section 5.06 Book-Entry Certificates.

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

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

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

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

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

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

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

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

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


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          Section 5.07 Notices to Depository.

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

          Section 5.08 Definitive Certificates.

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

          Section 5.09 Maintenance of Office or Agency.

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


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

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

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

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

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

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

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

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

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


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

          Section 6.04 Limitation on Resignation of Master Servicer.

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


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

          Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

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

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

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

          Section 7.01 Events of Default.

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

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

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


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<PAGE>


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

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

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

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

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

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


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

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

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

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

          Section 7.02 Trustee to Act; Appointment of Successor.

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


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

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


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

          Section 7.03 Notification to Certificateholders.

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

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

                                 ARTICLE VIII.
                            CONCERNING THE TRUSTEE

          Section 8.01 Duties of Trustee.

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

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


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

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

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

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

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

          Section 8.02 Certain Matters Affecting the Trustee.

          (a) Except as otherwise provided in Section 8.01:

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


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<PAGE>


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

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

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

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

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

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

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

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

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


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<PAGE>


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

          Section 8.03 Trustee Not Liable for Mortgage Loans.

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

          Section 8.04 Trustee May Own Certificates.

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

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

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


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<PAGE>


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

          Section 8.06 Eligibility Requirements for Trustee.

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

          Section 8.07 Resignation and Removal of Trustee.

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


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<PAGE>


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

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

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

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

          Section 8.08 Successor Trustee.

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


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<PAGE>


obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. In addition, if the Corridor 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 Corridor
Contract Administrator under the Corridor Contract Administration Agreement.
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 NIM Insurer, its appointment shall not adversely affect the
then-current ratings of the Certificates and has provided to the Depositor in
writing and in form and substance reasonably satisfactory to the Depositor,
all information reasonably requested by the Depositor in order to comply with
its reporting obligation under Item 6.02 of Form 8-K with respect to a
replacement Trustee. Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the
succession of such trustee hereunder to the NIM Insurer and all Holders of
Certificates. If the Depositor fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.

          Section 8.09 Merger or Consolidation of Trustee.

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

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

          Section 8.10 Appointment of Co-Trustee or Separate Trustee.

          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee and reasonably acceptable to the NIM


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Insurer to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment, or the NIM Insurer shall not have approved such
appointment, within 15 days after receipt by it of a request to do so, or in the
case an Event of Default shall have occurred and be continuing, the Trustee
shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08.

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

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

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

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

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


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<PAGE>


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

          Section 8.11 Tax Matters.

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


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obligation shall not prevent the Trustee or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Trustee from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings); (i) sign or cause to be signed federal, state or
local income tax or information returns; (j) maintain records relating to each
REMIC created hereunder, including but not limited to the income, expenses,
assets and liabilities of each such REMIC, and the fair market value and
adjusted basis of the Trust Fund property determined at such intervals as may
be required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
REMIC created hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust Fund, and otherwise act on behalf of any REMIC created
hereunder in relation to any tax matter involving any such REMIC.

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

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


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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 CF and Class CV Certificateholders and the Swap Trust, including the
Swap Account shall be treated as owned by the Class CV 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 (i) the
Corridor Contract Counterparty in respect of any Net Rate Carryover funded by
the Corridor Contract and in respect of any residual payments from such
Corridor Contract received by the Class CF Certificates, (ii) the Holders of
the Class CF and Class CV Certificates in respect of any Net Rate Carryover
distributed pursuant to Sections 4.04(e)(4) and 4.04(f)(4), and (iii) 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 CV Certificates. Thus, the Certificates (other than the Class P and
Class A-R Certificates), shall be treated as representing ownership of Master
REMIC regular interests coupled with contractual rights and obligations within
the meaning of Treasury Regulation 1.860G-2(i). For purposes of determining
the issue price of the various Master REMIC regular interests, the Trustee
shall assume that (i) the Corridor Contract has a value of $15,000 and (ii)
the Swap Contract has a value of $1,810,000. The Trustee shall treat any
amount payable to a Class C Certificate with respect to an ES-XF or ES-XV
Interest as deposited into the Carryover Reserve Fund. In addition, to the
extent the interest otherwise payable to a Certificateholder is reduced for
amounts payable with respect to the Swap Contract, the Trustee, for federal
income tax purposes, shall treat the amount of such reduction as first payable
to the Certificateholder as interest and as then payable by the
Certificateholder with respect to a notional principal contract. To the extent
the amount payable with respect to the Swap Contract exceeds the aggregate of
the reductions described in the immediate sentence, the Trustee, for federal
income tax purposes, shall treat such excess as Realized Losses from Mortgage
Loans and to the extent such Realized Losses (if they had occurred) would be
allocated to a Certificateholder, the Trustee shall treat such amount as first
payable to the Certificateholder as principal and as then payable by the
Certificateholder with respect to a notional principal contract.

          Section 8.12 Access to Records of the Trustee.

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


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

          Section 8.13 Suits for Enforcement.

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

                                  ARTICLE IX.
                                  TERMINATION

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

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


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

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

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

          Section 9.02 Final Distribution on the Certificates.

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

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


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

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

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

          Section 9.03 Additional Termination Requirements.

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

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


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

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

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

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

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

          Section 10.01 Amendment.

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


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

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

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

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

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


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<PAGE>


          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 and, if the amendment required the consent of
Certificateholders, to each Certificateholder and each Rating Agency.

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

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

          Section 10.02 Recordation of Agreement; Counterparts.

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

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

          Section 10.03 Governing Law.

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

          Section 10.04 Intention of Parties.

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


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

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

          (b) The Depositor hereby represents that:

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

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

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

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

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

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


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

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

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

          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.

          Section 10.05 Notices.

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

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

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

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

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

                    (5) The final payment to Certificateholders.

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

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


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

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

          (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: David A. Spector, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,
Attention: Paul Liu, or such other address as may be hereafter furnished to
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;
(v) in the case of the Master Servicer, Countrywide Home Loans Servicing LP,
7105 Corporate Drive, Plano, Texas 75024, facsimile number (805) 520-5623,
Attention: Mark Wong or such other address as may be hereafter furnished to
the Depositor, the Sellers and the Trustee by the Master Servicer in writing;
(vi) in the case of the Trustee, The Bank of New York, 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust MBS Administration, CWABS,
Series 2006-1, or such other address as the Trustee may hereafter furnish to
the parties hereto; (vii) in the case of the Rating Agencies, (x) Moody's
Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church
Street, Sixth Floor, New York, New York 10007, and (y) Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Attention: Mortgage
Surveillance Group, 55 Water Street, 41st Floor, New York, New York 10041 and
(viii) in the case of the Corridor Contract Counterparty and the Swap
Counterparty, Bear Stearns Financial Products Inc., 383 Madison Avenue, New
York, New York 10179 Attention: DPC Manager, 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.


                                     159
<PAGE>


          Section 10.07 Assignment.

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

          Section 10.08 Limitation on Rights of Certificateholders.

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

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

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

          Section 10.09 Inspection and Audit Rights.

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


                                     160
<PAGE>


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

          Section 10.10 Certificates Nonassessable and Fully Paid.

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

          Section 10.11 Rights of NIM Insurer.

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

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

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

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

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

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

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


                                     161
<PAGE>


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

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


                                     162
<PAGE>


                                 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


                                     163
<PAGE>


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

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

          Section 11.03 Form 8-K Filings.

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

          Section 11.04 Form 10-K Filings.

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

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


                                     164
<PAGE>


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

          Section 11.05 Sarbanes-Oxley Certification.

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


                                     165
<PAGE>


          Section 11.06 Form 15 Filing.

          Prior to January 30 of the first year in which the Depositor is able
to do so under applicable law, the Depositor shall file a Form 15 relating to
the automatic suspension of reporting in respect of the Trust Fund under the
Exchange Act.

          Section 11.07 Report on Assessment of Compliance and Attestation.

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

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

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

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

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


                                     166
<PAGE>


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

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

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

          Section 11.08 Use of Subservicers and Subcontractors.

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


                                     167
<PAGE>


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

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

          Section 11.09 Amendments.

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

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


                                     168


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

                                          CWABS, INC.,
                                               as Depositor


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


                                          COUNTRYWIDE HOME LOANS, INC.,
                                               as a Seller


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


                                          PARK MONACO INC.,
                                               as a Seller


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


                                          PARK SIENNA LLC,
                                               as a Seller


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


<PAGE>


                                          COUNTRYWIDE HOME LOANS SERVICING LP,
                                               as Master Servicer

                                          By: COUNTRYWIDE GP, INC.


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


                                          THE BANK OF NEW YORK,
                                               as Trustee

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


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


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


<PAGE>



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

          On this 10th day of February, 2006, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Senior Vice President of Countrywide
Home Loans, Inc., one of the corporations that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
corporation and acknowledged to me that such corporation executed the within
instrument.

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


                                               -------------------------------
                                                        Notary Public


[Notarial Seal]


<PAGE>


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

          On this 10th day of February, 2006, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of Countrywide GP, Inc.,
the parent company of Countrywide Home Loans Servicing LP, one of the
organizations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such limited partnership and
acknowledged to me that such limited partnership executed the within
instrument.

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



                                               -------------------------------
                                                        Notary Public

[Notarial Seal]


<PAGE>



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

          On this 10th day of February, 2006, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of CWABS, Inc., one of
the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation and acknowledged
to me that such corporation executed the within instrument.

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



                                               -------------------------------
                                                        Notary Public


[Notarial Seal]


<PAGE>


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

          On this 10th day of February, 2006, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of Park Monaco Inc., one
of the corporations that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

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



                                               -------------------------------
                                                        Notary Public


[Notarial Seal]


<PAGE>


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

          On this 10th day of February, 2006, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of Park Sienna LLC, one
of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity and acknowledged to me
that such entity executed the within instrument.

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


                                               -------------------------------
                                                        Notary Public


[Notarial Seal]


<PAGE>


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

          On this 10th day of February, 2006 before me, a notary public in and
for said State, appeared Maria Tokarz, personally known to me on the basis of
satisfactory evidence to be an Assistant Treasurer of The Bank of New York, a
New York banking corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.

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



                                               -------------------------------
                                                        Notary Public


[Notarial Seal]


<PAGE>


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

          On this 10th day of February, 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.



                                               -------------------------------
                                                        Notary Public


[Notarial Seal]


<PAGE>



                                                                  Exhibits A-1
                                                                  through A-27

                        [Exhibits A-1 through A-27 are
                photocopies of such Certificates as delivered.]

               [See appropriate documents delivered at closing.]


                                     A-1
<PAGE>


                                                                     Exhibit B

                  Exhibit B-1 and Exhibit B-2 are photocopies
                   of the Class PF and Class PV Certificates
                                 as delivered.

               [See appropriate documents delivered at closing.]


                                     B-1
<PAGE>


                                                                     Exhibit C

                  Exhibit C-1 and Exhibit C-2 are photocopies
                   of the Class CF and Class CV Certificates
                                 as delivered.


               [See appropriate documents 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

             [Exhibit 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 2006-1

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of January 1, 2006 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed in the attached list of exceptions) the Trustee has received:

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

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

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

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


                                    G-1-1
<PAGE>


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

                             The Bank of New York,
                                  as Trustee



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


                                    G-1-2
<PAGE>


                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



          Re: CWABS Asset-Backed Certificates, Series 2006-1

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of January 1, 2006 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________, 2006 (the "Subsequent Transfer Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The Bank of
New York, as Trustee], except as listed in the following paragraph, as to each
[Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule]
(other than any [Mortgage Loan][Loan Number and Borrower Identification
Mortgage Loan Schedule] paid in full or listed on the attached list of
exceptions) the Trustee has received:

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

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


                                    G-2-1
<PAGE>


Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial Mortgage
Loan][Subsequent Mortgage Loan] is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;

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

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

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

          (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and
all riders thereto or, in the event such original title policy has not been
received from the insurer, 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 (xvii) 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,


                                    G-2-2
<PAGE>


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 2006-1

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 January 1, 2006 (the "Pooling and Servicing Agreement") among CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, and the undersigned, as Trustee. The undersigned hereby
certifies that [, with respect to the Subsequent Mortgage Loans delivered in
connection with the Subsequent Transfer Agreement, dated as of __________,
2006 (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 2006-1, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of January 1, 2006, without recourse" or a
copy of such assignment, with recording information (each such


                                    G-3-1
<PAGE>


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 2006-1

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of January 1, 2006 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned hereby certifies that, as to each Subsequent Mortgage Loan listed
in the Loan Number and Borrower Identification Mortgage Loan Schedule (other
than any Subsequent Mortgage Loan paid in full or listed in the attached list
of exceptions) the Trustee has received:

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

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

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

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


                                    G-4-1
<PAGE>


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

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

                             The Bank of New York,
                                  as Trustee



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


                                    G-4-2
<PAGE>


                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Sellers]


          Re: CWABS Asset-Backed Certificates, Series 2006-1

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of January 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 Sie-nna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________, 2006 (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 2006-1, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of January 1, 2006, without recourse" or a
copy of such assignment, with recording information (each such assignment,
when duly and validly completed, to be in recordable form and sufficient to
effect the assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);

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

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

          (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and
all riders thereto or 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 (xvii) 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 January 1, 2006 (the "Agreement"), by and among CWABS, Inc., as
depositor (the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, and The Bank of New York, as Trustee.
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

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

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

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


                                    I-1-1
<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-1-2
<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-1-3
<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-1-4
<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-1-5
<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-1-6
<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 2006-1

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 January 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home
Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                            Very truly yours,



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


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


                                     J-1-1
<PAGE>


                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                     Date:


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

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


          Re:    CWABS, Inc. Asset-Backed Certificates,
                 Series 2006-1, 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 January 1, 2006, among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, and The Bank of New York, as Trustee.

                                            Very truly yours,


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


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


                                    J-2-1
<PAGE>


                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                     Date:


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

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


          Re:    CWABS, Inc. Asset-Backed Certificates,
                 Series 2006-1, Class [  ]


Ladies and Gentlemen:

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


                                     K-1
<PAGE>


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

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of January 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                            Very truly yours,

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

                                            By:
                                                ------------------------------
                                                Authorized Officer


                                     K-2
<PAGE>


                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                     Date:


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

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


          Re:    CWABS, Inc. Asset-Backed Certificates,
                 Series 2006-1, Class [  ]

Ladies and Gentlemen:

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


                                     L-1
<PAGE>


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

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of January 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                            Very truly yours,

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

                                            By:
                                                ------------------------------
                                                Authorized Officer


                                     L-2
<PAGE>


                                                          ANNEX 1 TO EXHIBIT L


           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

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

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

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

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

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

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

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


                                     L-3
<PAGE>


          ___       Insurance Company. The Buyer is an insurance company whose
                    primary and predominant business activity is the writing
                    of insurance or the reinsuring of risks underwritten by
                    insurance companies and which is subject to supervision by
                    the insurance commissioner or a similar official or agency
                    of a State, territory or the District of Columbia.

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

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

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

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

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

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

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

                    The Buyer acknowledges that it is familiar with Rule 144A
          and understands that the seller to it and other parties related to
          the Certificates are relying and


                                     L-4
<PAGE>


          will continue to rely on the statements made herein because one or
          more sales to the Buyer may be in reliance on Rule 144A.

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

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


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


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


                                     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 2006-1, 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 January 1, 2006 (the "Pooling and
Servicing Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

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

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

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

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


                                     M-1
<PAGE>


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

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

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

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

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

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

          The undersigned Master Servicer hereby acknowledges and agrees as
follows:

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

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

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

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

                                            [Master Servicer]


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

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

                                            Date:
                                                --------------------,---------


                                     M-2
<PAGE>


                                   EXHIBIT N

                       FORM OF REQUEST FOR FILE RELEASE

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                 Series 2006-1

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

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

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE PURCHASE PRICE
FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE MORTGAGE LOANS HAVE BEEN
LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS] [LIQUIDATION PROCEEDS] HAVE
BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE POOLING AND SERVICING
AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN DELIVERED TO THE TRUSTEE IN
THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN
SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING AGREEMENT.]

LOAN NUMBER:_______________         BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

____________                                _____________________
                                            DATED:____________
//                                          VICE PRESIDENT
//                                          ASSISTANT VICE PRESIDENT


                                     N-1
<PAGE>


                                                                     Exhibit O

                           Exhibit O is a photocopy
                          of the Depository Agreement
                                 as delivered.

          [See appropriate documents delivered at closing.]


                                     O-1
<PAGE>


                                  EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER AGREEMENT

          SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, 200[_]
(this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a
New York corporation, in its capacity as a seller under the Pooling and
Servicing Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware
corporation, in its capacity as a seller under the Pooling and Servicing
Agreement ("Park Monaco"), PARK SIENNA LLC, a Delaware limited liability
company, in its capacity as a seller under the Pooling and Servicing Agreement
("Park Sienna" and, together with CHL and Park Monaco, the "Sellers") and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee");

          WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the Trustee
and Countrywide Home Loans Servicing LP, as Master Servicer, have entered in
the Pooling and Servicing Agreement, dated as of January 1, 2006 (the "Pooling
and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed
Certificates, Series 2006-1 (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

                           FORM OF CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]


                                    Q-1-1
<PAGE>


                                   EXHIBIT R

                                  [Reserved.]


                                     R-1
<PAGE>


                                 EXHIBIT S-1

                FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT


                     [See document delivered at closing.]


                                    S-1-1
<PAGE>


                                  EXHIBIT S-2

              FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT


                     [See document delivered at closing.]


                                    S-2-1
<PAGE>


                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                 Series 2006-1

                                    [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 January 1, 2006, (the "Pooling and Servicing Agreement") among CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, and The Bank of New York, as Trustee. Capitalized terms
used herein shall have the meanings ascribed to such terms in the Pooling and
Servicing Agreement.

          __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further
certifies as follows:

          With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:

          1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;

          2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the
attached schedule using "Yes" or "No", received from the Mortgagor and
deposited in the Certificate Account;

          3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the
Principal Prepayment was waived by the Master Servicer, such waiver was, as
indicated on the attached schedule, based upon:

                    (i) the Master Servicer's determination that such waiver
          would maximize recovery of Liquidation Proceeds for such Mortgage
          Loan, taking into account the value of such Prepayment Charge, or


                                     T-1
<PAGE>


                    (ii)(A) the enforceability thereof is limited (1) by
          bankruptcy, insolvency, moratorium, receivership, or other similar
          law relating to creditors' rights generally or (2) due to
          acceleration in connection with a foreclosure or other involuntary
          payment, or (B) the enforceability is otherwise limited or
          prohibited by applicable law; and

          4. We certify that all amounts due in connection with the waiver of
a Prepayment Charge inconsistent with clause 3 above which are required to be
deposited by the Master Servicer pursuant to Section 3.19 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 appropriate documents 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
<PAGE>


                                  EXHIBIT X-1

                       FORM OF PERFORMANCE CERTIFICATION
                                 (Subservicer)

                          (On file with the Trustee)


                                    X-1-1
<PAGE>


                                  EXHIBIT X-2

                       FORM OF PERFORMANCE CERTIFICATION
                                   (Trustee)

                          (On file with the Trustee)


                                    X-2-1
<PAGE>


                                   EXHIBIT Y

                                    FORM OF
                     SERVICING CRITERIA TO BE ADDRESSED IN
                      ASSESSMENT OF COMPLIANCE STATEMENT

          The assessment of compliance to be delivered by [the Master
Servicer] [Trustee] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":

<TABLE>
<CAPTION>

------------------------------------------------------------------------------- ------------------
                           Servicing Criteria                                      Applicable
                                                                                    Servicing
                                                                                    Criteria
------------------------------------------------------------------------------- ------------------
   Reference                             Criteria
<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
1122(d)(2)(iv)    forth in the transaction agreements.
-----------------                                                               ------------------
1122(d)(2)(v)     Each custodial account is maintained at a federally
                  insured depository institution as set forth in the
                  transaction agreements. For purposes of this
                  criterion, "federally insured depository institution"
                  with respect to a foreign financial institution means
                  a foreign financial institution that meets the
                  requirements of Rule 13k-1(b)(1) of the Securities
                  Exchange Act.
-----------------                                                               ------------------
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent
                  unauthorized access.
-----------------                                                               ------------------
</TABLE>


                                     Y-1
<PAGE>


<TABLE>
<CAPTION>

<S>               <C>                                                           <C>
------------------------------------------------------------------------------- ------------------
                           Servicing Criteria                                      Applicable
                                                                                    Servicing
                                                                                    Criteria
------------------------------------------------------------------------------- ------------------
   Reference                             Criteria
----------------- ------------------------------------------------------------- ------------------
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for
                  all asset-backed securities related bank accounts,
                  including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically
                  accurate; (B) prepared within 30 calendar days after
                  the bank statement cutoff date, or such other number
                  of days specified in the transaction agreements; (C)
                  reviewed and approved by someone other than the person
                  who prepared the reconciliation; and (D) contain
                  explanations for reconciling items. These reconciling
                  items are resolved within 90 calendar days of their
                  original identification, or such other number of days
                  specified in the transaction agreements.
-----------------                                                               ------------------
                            Investor Remittances and Reporting
-----------------                                                               ------------------
1122(d)(3)(i)     Reports to investors, including those to be filed with
                  the Commission, are maintained in accordance with the
                  transaction agreements and applicable Commission
                  requirements. Specifically, such reports (A) are
                  prepared in accordance with timeframes and other terms
                  set forth in the transaction agreements; (B) provide
                  information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed
                  with the Commission as required by its rules and
                  regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the
                  Servicer.
-----------------                                                               ------------------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in
                  accordance with timeframes, distribution priority and other
                  terms set forth in the transaction agreements.
-----------------                                                               ------------------
                  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 checks, or other form of payment,
1122(d)(3)(iv)    or custodial bank statements.
-----------------                                                               ------------------
                                 Pool Asset Administration
-----------------                                                               ------------------
1122(d)(4)(i)     Collateral or security on mortgage loans is maintained as
                  required by the transaction agreements or related mortgage
                  loan documents.
-----------------                                                               ------------------
                  Mortgage loan and related documents are safeguarded as
1122(d)(4)(ii)    required by the transaction agreements
-----------------                                                               ------------------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool
                  are made, reviewed and approved in accordance with any
                  conditions or requirements in the transaction agreements.
-----------------                                                               ------------------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs,
                  made in accordance with the related mortgage loan
                  documents are posted to the Servicer's obligor records
                  maintained no more than two business days after
                  receipt, or such other number of days specified in the
                  transaction agreements, and allocated to principal,
                  interest or other items (e.g., escrow) in accordance
                  with the related mortgage loan documents.
-----------------                                                               ------------------
1122(d)(4)(v)     The Servicer's records regarding the mortgage loans agree
                  with the Servicer's records with respect to an obligor's
                  unpaid principal balance.
-----------------                                                               ------------------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's
                  mortgage loans (e.g., loan modifications or re-agings) are
                  made, reviewed and approved by authorized personnel in
                  accordance with the transaction agreements and related pool
                  asset documents.
-----------------                                                               ------------------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance
                  plans, modifications and deeds in lieu of foreclosure,
                  foreclosures and repossessions, as applicable) are
                  initiated, conducted and concluded in accordance with the
                  timeframes or other requirements established by the
                  transaction agreements.
-----------------                                                               ------------------
</TABLE>


                                     Y-2
<PAGE>



<TABLE>
<CAPTION>

<S>               <C>                                                           <C>
------------------------------------------------------------------------------- ------------------
                           Servicing Criteria                                      Applicable
                                                                                    Servicing
                                                                                    Criteria
------------------------------------------------------------------------------- ------------------
   Reference                             Criteria
----------------- ------------------------------------------------------------- ------------------
1122(d)(4)(viii)  Records documenting collection efforts are maintained during
                  the period a mortgage loan is delinquent in accordance with
                  the transaction agreements. Such records are maintained on
                  at least a monthly basis, or such other period specified in
                  the transaction agreements, and describe the entity's
                  activities in monitoring delinquent mortgage loans
                  including, for example, phone calls, letters and payment
                  rescheduling plans in cases where delinquency is deemed
                  temporary (e.g., illness or unemployment).
-----------------                                                               ------------------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for
                  mortgage loans with variable rates are computed based on the
                  related mortgage loan documents.
-----------------                                                               ------------------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such
                  as escrow accounts): (A) such funds are analyzed, in
                  accordance with the obligor's mortgage loan documents,
                  on at least an annual basis, or such other period
                  specified in the transaction agreements; (B) interest
                  on such funds is paid, or credited, to obligors in
                  accordance with applicable mortgage loan documents and
                  state laws; and (C) such funds are returned to the
                  obligor within 30 calendar days of full repayment of
                  the related mortgage loans, or such other number of
                  days specified in the transaction agreements.
-----------------                                                               ------------------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or
                  insurance payments) are made on or before the related
                  penalty or expiration dates, as indicated on the
                  appropriate bills or notices for such payments,
                  provided that such support has been received by the
                  servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the
                  transaction agreements.
-----------------                                                               ------------------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to
                  be made on behalf of an obligor are paid from the servicer's
                  funds and not charged to the obligor, unless the late
                  payment was due to the obligor's error or omission.
-----------------                                                               ------------------
                  Disbursements made on behalf of an obligor are posted within
                  two business days to the obligor's records maintained by the
                  servicer, or such other number of
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 the 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-1-1
<PAGE>


                                  SCHEDULE II

                              COLLATERAL SCHEDULE


Characteristic                           Applicable   Loan Group 1  Loan Group 2
                                           Section
--------------------------------------- ------------- ------------- ------------
Single-Family Detached Dwellings         2.03(b)(32)     72.84%        67.70%
Two- to Four-Family Dwellings            2.03(b)(32)     5.75%          7.46%
Low-Rise Condominium Units               2.03(b)(32)     4.93%          5.65%
High-Rise Condominium Units              2.03(b)(32)     0.35%          0.56%
Manufactured Housing                     2.03(b)(32)     0.00%          0.00%
PUDs                                     2.03(b)(32)     16.13%        18.64%
Earliest Origination Date                2.03(b)(33)    6/1/2004      3/28/2005
Prepayment Penalty                       2.03(b)(35)     89.10%        79.39%
Investor Properties                      2.03(b)(36)     2.06%          3.87%
Primary Residences                       2.03(b)(36)     97.13%        95.06%
Lowest Current Mortgage Rate             2.03(b)(48)     5.500%        4.950%
Highest Current Mortgage Rate            2.03(b)(48)    11.875%        12.000%
Weighted Average Current Mortgage Rate   2.03(b)(48)     7.151%        7.516%
Lowest Gross Margin                      2.03(b)(51)      N/A          4.250%
Highest Gross Margin                     2.03(b)(51)      N/A          10.070%
Weighted Average Gross Margin            2.03(b)(51)      N/A          6.640%
Date on or before which each Initial
Mortgage Loan has a Due Date             2.03(b)(52)    7/1/2004      4/1/2005



<TABLE>
<CAPTION>

                                   Adjustable Rate
                                Mortgage Loans (other
                                   than Two-Year,         Two-Year     Three-Year     Five-Year
                                   Three-Year and          Hybrid        Hybrid         Hybrid
                  Applicable      Five-Year Hybrid        Mortgage      Mortgage       Mortgage
Adjustment Date    Section         Mortgage Loans)         Loans          Loans         Loans
---------------- ------------- ------------------------ ------------- -------------- -------------
<S>              <C>                  <C>                 <C>           <C>           <C>
  Latest Next
Adjustment Date  2.03(b)(34)          7/1/2006            2/1/2008      2/1/2009      11/1/2010
</TABLE>


                                    S-II-1