efc7-1884_ex41.htm


    Exhbit
      4.1

     

    EXECUTION
      COPY

     

    
      

      

    

    
 

    
      
 

    

    CWABS,
      INC.,

    Depositor


     

    COUNTRYWIDE
      HOME LOANS, INC.,

    Seller

     

    PARK
      MONACO INC.,

    Seller

     

    PARK
      SIENNA LLC,

    Seller

     

    COUNTRYWIDE
      HOME LOANS SERVICING LP,

    Master
      Servicer

     

    THE
      BANK
      OF NEW YORK,

    Trustee

     

    and

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.,

    Co-Trustee

     

     
      
        

      

       

    

    POOLING
      AND SERVICING AGREEMENT


     

    Dated
      as
      of June 1, 2007

     

    
      
        

      

    

     

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-11

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

     

    
      
        	 	 	
                Page

              
	
                ARTICLE
                  I.  

              
	
                DEFINITIONS

                 

              
	
                Section
                  1.01

              	
                Defined
                  Terms.

              	
                11

              
	
                Section
                  1.02

              	
                Certain
                  Interpretive Provisions.

                 

              	
                58

              
	
                ARTICLE
                  II. 

              
	
                CONVEYANCE
                  OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES 

                 

              
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              	
                59

              
	
                Section
                  2.02

              	
                Acceptance
                  by Trustee of the Mortgage Loans.

              	
                66

              
	
                Section
                  2.03

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

              	
                72

              
	
                Section
                  2.04

              	
                Representations
                  and Warranties of the Depositor.

              	
                93

              
	
                Section
                  2.05

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

              	
                94

              
	
                Section
                  2.06

              	
                Authentication
                  and Delivery of Certificates.

              	
                95

              
	
                Section
                  2.07

              	
                Covenants
                  of the Master Servicer.

                 

              	
                95

              
	
                ARTICLE
                  III. 

              
	
                ADMINISTRATION
                  AND SERVICING OF MORTGAGE LOANS 

                 

              
	
                Section
                  3.01

              	
                Master
                  Servicer to Service Mortgage Loans.

              	
                95

              
	
                Section
                  3.02

              	
                Subservicing;
                  Enforcement of the Obligations of Master Servicer.

              	
                98

              
	
                Section
                  3.03

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

              	
                98

              
	
                Section
                  3.04

              	
                Trustee
                  to Act as Master Servicer.

              	
                99

              
	
                Section
                  3.05

              	
                Collection
                  of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  Pre-Funding Account; Capitalized Interest Account.

              	
                100

              
	
                Section
                  3.06

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

              	
                104

              
	
                Section
                  3.07

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                104

              
	
                Section
                  3.08

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

              	
                105

              
	
                Section
                  3.09

              	
                [Reserved].

              	
                108

              
	
                Section
                  3.10

              	
                Maintenance
                  of Hazard Insurance.

              	
                108

              
	
                Section
                  3.11

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

              	
                108

              
	
                Section
                  3.12

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

              	
                110

              
	
                Section
                  3.13

              	
                Co-Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                113

              
	
                Section
                  3.14

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

              	
                114

              
	
                Section
                  3.15

              	
                Servicing
                  Compensation.

              	
                115

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Section
                  3.16

              	
                Access
                  to Certain Documentation.

              	
                115

              
	
                Section
                  3.17

              	
                Annual
                  Statement as to Compliance.

              	
                116

              
	
                Section
                  3.18

              	
                [Reserved].

              	
                116

              
	
                Section
                  3.19

              	
                The
                  Corridor Contracts.

              	
                116

              
	
                Section
                  3.20

              	
                Prepayment
                  Charges.

              	
                116

              
	
                Section
                  3.21

              	
                Swap
                  Contract.

                 

              	
                117

              
	
                ARTICLE
                  IV.  

              
	
                DISTRIBUTIONS
                  AND ADVANCES BY THE MASTER SERVICER

                 

              
	
                Section
                  4.01

              	
                Advances;
                  Remittance Reports.

              	
                120

              
	
                Section
                  4.02

              	
                Reduction
                  of Servicing Compensation in Connection with Prepayment Interest
                  Shortfalls.

              	
                121

              
	
                Section
                  4.03

              	
                [Reserved].

              	
                121

              
	
                Section
                  4.04

              	
                Distributions.

              	
                121

              
	
                Section
                  4.05

              	
                Monthly
                  Statements to Certificateholders.

              	
                131

              
	
                Section
                  4.06

              	
                Termination
                  of the Mortgage Insurance Policy.

              	
                132

              
	
                Section
                  4.07

              	
                Carryover
                  Reserve Fund.

              	
                133

              
	
                Section
                  4.08

              	
                Credit
                  Comeback Excess Account.

              	
                133

              
	
                Section
                  4.09

              	
                Swap
                  Trust and Swap Account.

              	
                134

              
	
                Section
                  4.10

              	
                Final
                  Maturity Reserve Trust and Final Maturity Reserve Fund.

                 

              	
                135

              
	
                ARTICLE
                  V. 

              
	
                THE
                  CERTIFICATES

                 

              
	
                Section
                  5.01

              	
                The
                  Certificates.

              	
                137

              
	
                Section
                  5.02

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                138

              
	
                Section
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                143

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners.

              	
                143

              
	
                Section
                  5.05

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                144

              
	
                Section
                  5.06

              	
                Book-Entry
                  Certificates.

              	
                144

              
	
                Section
                  5.07

              	
                Notices
                  to Depository.

              	
                145

              
	
                Section
                  5.08

              	
                Definitive
                  Certificates.

              	
                145

              
	
                Section
                  5.09

              	
                Maintenance
                  of Office or Agency.

                 

              	
                146

              
	
                ARTICLE
                  VI.  

              
	
                THE
                  DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

                 

              
	
                Section
                  6.01

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

              	
                146

              
	
                Section
                  6.02

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

              	
                146

              
	
                Section
                  6.03

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

              	
                147

              
	
                Section
                  6.04

              	
                Limitation
                  on Resignation of Master Servicer.

              	
                147

              
	
                Section
                  6.05

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

                 

              	
                148

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
 

      
        	
                ARTICLE
                  VII.  

              
	
                DEFAULT;
                  TERMINATION OF MASTER SERVICER 

                 

              
	
                Section
                  7.01

              	
                Events
                  of Default.

              	
                148

              
	
                Section
                  7.02

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                150

              
	
                Section
                  7.03

              	
                Notification
                  to Certificateholders.

                 

              	
                152

              
	
                ARTICLE
                  VIII. 

              
	
                CONCERNING
                  THE TRUSTEE AND THE CO-TRUSTEE 

                 

              
	
                Section
                  8.01

              	
                Duties
                  of Trustee.

              	
                152

              
	
                Section
                  8.02

              	
                Certain
                  Matters Affecting the Trustee.

              	
                154

              
	
                Section
                  8.03

              	
                Trustee
                  Not Liable for Mortgage Loans.

              	
                155

              
	
                Section
                  8.04

              	
                Trustee
                  May Own Certificates.

              	
                156

              
	
                Section
                  8.05

              	
                Master
                  Servicer to Pay Trustee’s Fees and Expenses.

              	
                156

              
	
                Section
                  8.06

              	
                Eligibility
                  Requirements for Trustee.

              	
                156

              
	
                Section
                  8.07

              	
                Resignation
                  and Removal of Trustee.

              	
                157

              
	
                Section
                  8.08

              	
                Successor
                  Trustee.

              	
                158

              
	
                Section
                  8.09

              	
                Merger
                  or Consolidation of Trustee.

              	
                158

              
	
                Section
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                159

              
	
                Section
                  8.11

              	
                Tax
                  Matters.

              	
                160

              
	
                Section
                  8.12

              	
                Co-Trustee.

              	
                162

              
	
                Section
                  8.13

              	
                Access
                  to Records of the Trustee.

              	
                162

              
	
                Section
                  8.14

              	
                Suits
                  for Enforcement.

                 

              	
                162

              
	
                ARTICLE
                  IX. 

              
	
                TERMINATION

                 

              
	
                Section
                  9.01

              	
                Termination
                  upon Liquidation or Repurchase of all Mortgage Loans.

              	
                162

              
	
                Section
                  9.02

              	
                Final
                  Distribution on the Certificates.

              	
                162

              
	
                Section
                  9.03

              	
                Additional
                  Termination Requirements.

              	
                162

              
	
                Section
                  9.04

              	
                Auction
                  of the Mortgage Loans and REO Properties.

                 

              	
                162

              
	
                ARTICLE
                  X. 

              
	
                MISCELLANEOUS
                  PROVISIONS

                 

              
	
                Section
                  10.01

              	
                Amendment.

              	
                162

              
	
                Section
                  10.02

              	
                Recordation
                  of Agreement; Counterparts.

              	
                162

              
	
                Section
                  10.03

              	
                Governing
                  Law.

              	
                162

              
	
                Section
                  10.04

              	
                Intention
                  of Parties.

              	
                162

              
	
                Section
                  10.05

              	
                Notices.

              	
                162

              
	
                Section
                  10.06

              	
                Severability
                  of Provisions.

              	
                162

              
	
                Section
                  10.07

              	
                Assignment.

              	
                162

              
	
                Section
                  10.08

              	
                Limitation
                  on Rights of Certificateholders.

              	
                162

              
	
                Section
                  10.09

              	
                Inspection
                  and Audit Rights.

              	
                162

              
	
                Section
                  10.10

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                162

              
	
                Section
                  10.11

              	
                Rights
                  of NIM Insurer.

              	
                162

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Section
                  10.12

              	
                Protection
                  of Assets.

                 

              	
                162

              
	
                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.

              	
                162

              
	
                Section
                  11.04

              	
                Form
                  10-K Filings.

              	
                162

              
	
                Section
                  11.05

              	
                Sarbanes-Oxley
                  Certification.

              	
                162

              
	
                Section
                  11.06

              	
                Form
                  15 Filing.

              	
                162

              
	
                Section
                  11.07

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                162

              
	
                Section
                  11.08

              	
                Use
                  of Subservicers and Subcontractors.

              	
                162

              
	
                Section
                  11.09

              	
                Amendments.

              	
                162

              
	
                Section
                  11.10

              	
                Reconciliation
                  of Accounts.

              	
                162

              


      

    

     

    Exhibits

    


    
      	
              EXHIBIT
                A

            	
                    
                Forms of Certificates

            


    

    
      	
               

            	
              EXHIBIT
                A-1

            	
              Form
                of Class 1-A-1 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-2

            	
              Form
                of Class 1-A-2 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-3

            	
              Form
                of Class 2-A-1 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-4

            	
              Form
                of Class 2-A-2 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-5

            	
              Form
                of Class 2-A-3 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-6

            	
              Form
                of Class 2-A-4 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-7

            	
              Form
                of Class 1-M-1 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-8

            	
              Form
                of Class 2-M-1 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-9

            	
              Form
                of Class 1-M-2 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-10

            	
              Form
                of Class 2-M-2 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-11

            	
              Form
                of Class 1-M-3 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-12

            	
              Form
                of Class 2-M-3 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-13

            	
              Form
                of Class M-4 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-14

            	
              Form
                of Class M-5 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-15

            	
              Form
                of Class M-6 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-16

            	
              Form
                of Class M-7 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-17

            	
              Form
                of Class M-8 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-18

            	
              Form
                of Class M-9 Certificate

            


    

    
      	
               

            	
              EXHIBIT
                A-19

            	
              Form
                of Class B Certificate

            


    

    
      	
              EXHIBIT
                B

            	
                     
                Form of Class P Certificate

            


    

    
      	
              EXHIBIT
                C

            	
                     
                Form of Class C Certificate

            


    

    
      	
              EXHIBIT
                D

            	
                     
                Form of Class A-R Certificate

            


    

    
      	
              EXHIBIT
                E

            	
                     
                Form of Tax Matters Person
                Certificate

            


    

    
      	
              EXHIBIT
                F

            	
                     
                Mortgage Loan Schedule

            


    

    
      	
              EXHIBIT
                F-1

            	
                     
                List of Mortgage Loans

            


    

    
      	
              EXHIBIT
                F-2

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

            


    

    
      	
              EXHIBIT
                G

            	
                     
                Forms of Certification of Trustee

            


    

    
    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
 

    
      	
              EXHIBIT
                G-1

            	
                     
                Form of Initial Certification of Trustee (Initial Mortgage
                Loans)

            


    

    
      	
              EXHIBIT
                G-2

            	
                     
                Form of Interim Certification of
                Trustee

            


    

    
      	
              EXHIBIT
                G-3

            	
                     
                Form of Delay Delivery
                Certification

            


    

    
      	
              EXHIBIT
                G-4

            	
                     
                Form of Initial Certification of Trustee (Subsequent Mortgage
                Loans)

            


    

    
      	
              EXHIBIT
                H

            	
                     
                Form of Final Certification of
                Trustee

            


    

    
      	
              EXHIBIT
                I

            	
                     
                Transfer Affidavit for Class A-R
                Certificates

            


    

    
      	
              EXHIBIT
                J-1

            	
                     
                Form of Transferor Certificate for Class A-R
                Certificates

            


    

    
      	
              EXHIBIT
                J-2

            	
                     
                Form of Transferor Certificate for Private
                Certificates

            


    

    
      	
              EXHIBIT
                K

            	
                     
                Form of Investment Letter (Non-Rule
                144A)

            


    

    
      	
              EXHIBIT
                L

            	
                     
                Form of Rule 144A Letter

            


    

    
      	
              EXHIBIT
                M

            	
                     
                Form of Request for Document
                Release

            


    

    
      	
              EXHIBIT
                N

            	
                     
                Form of Request for File Release

            


    

    
      	
              EXHIBIT
                O

            	
                     
                Copy of Depository Agreement

            


    

    
      	
              EXHIBIT
                P

            	
                     
                Form of Subsequent Transfer
                Agreement

            


    

    
      	
              EXHIBIT
                Q

            	
                     
                [Reserved]

            


    

    
      	
              EXHIBIT
                R

            	
                     
                [Reserved]

            


    

    
      	
              EXHIBIT
                S

            	
                     
                [Reserved]

            


    

    
      	
              EXHIBIT
                T

            	
                     
                Officer’s Certificate with respect to
                Prepayments

            


    

    
      	
              EXHIBIT
                U

            	
                     
                Form of Swap Contract

            


    

    
      	
              EXHIBIT
                V-1

            	
                     
                Form of Swap Contract Assignment
                Agreement

            


    

    
      	
              EXHIBIT
                V-2

            	
                     
                Form of Swap Contract Administration
                Agreement

            


    

    
      	
              EXHIBIT
                W

            	
                     
                Form of Monthly Statement

            


    

    
      	
              EXHIBIT
                X-1

            	
                     
                Form of Performance Certification
                (Subservicer)

            


    

    
      	
              EXHIBIT
                X-2

            	
                     
                Form of Performance Certification
                (Trustee)

            


    

    
      	
              EXHIBIT
                Y

            	
                     
                Form of Servicing Criteria to be Addressed in Assessment of Compliance
                Statement

            


    

    
      	
              EXHIBIT
                Z

            	
                     
                List of Item 1119 Parties

            


    

    
      	
              EXHIBIT
                AA

            	
                     
                Form of Sarbanes-Oxley Certification (Replacement Master
                Servicer)

            


    

    
      	
              SCHEDULE
                I

            	
                     
                Collateral Schedule

            


    

    
      	
              SCHEDULE
                II

            	
                     
                40-Year Target Schedule

            


    

    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    POOLING
      AND SERVICING AGREEMENT, dated as of June 1, 2007, by and among CWABS, INC.,
      a
      Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS,
      INC., a New York corporation, as seller (“CHL” or a “Seller”), PARK MONACO INC.,
      a Delaware corporation, as a seller (“Park Monaco” or a “Seller”), PARK SIENNA
      LLC, a Delaware limited liability company, as a seller (“Park Sienna” or a
“Seller”, and together with CHL and Park Monaco, the “Sellers”), COUNTRYWIDE
      HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the
      “Master Servicer”), THE BANK OF NEW YORK, a New York banking corporation, as
      trustee (the “Trustee”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a
      national banking association, as co-trustee (the “Co-Trustee”).

     

    PRELIMINARY
      STATEMENT

     

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

     

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

     

    SWAP-IO
      REMIC:

     

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

     

    
      	
              Swap-IO
                REMIC Interest

            	
              Initial
                Principal Balance ($)(1)

            	
              Pass-Through
                Rate

            


    

    
      	
              SWR-1A

            	
              43,750.00

            	
              (2)

            
	
              SWR-1B

            	
              43,750.00

            	
              (3)

            
	
              SWR-2A

            	
              644,674.50

            	
              (2)

            
	
              SWR-2B

            	
              644,674.50

            	
              (3)

            
	
              SWR-3A

            	
              3,357,789.00

            	
              (2)

            
	
              SWR-3B

            	
              3,357,789.00

            	
              (3)

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

      	
              Swap-IO
                REMIC Interest

            	
              Initial
                Principal Balance ($)(1)

            	
              Pass-Through
                Rate

            


    

    
      	
              SWR-4A

            	
              3,813,575.00

            	
              (2)

            
	
              SWR-4B

            	
              3,813,575.00

            	
              (3)

            
	
              SWR-5A

            	
              4,213,396.50

            	
              (2)

            
	
              SWR-5B

            	
              4,213,396.50

            	
              (3)

            
	
              SWR-6A

            	
              4,173,316.50

            	
              (2)

            
	
              SWR-6B

            	
              4,173,316.50

            	
              (3)

            
	
              SWR-7A

            	
              4,331,925.00

            	
              (2)

            
	
              SWR-7B

            	
              4,331,925.00

            	
              (3)

            
	
              SWR-8A

            	
              4,755,378.00

            	
              (2)

            
	
              SWR-8B

            	
              4,755,378.00

            	
              (3)

            
	
              SWR-9A

            	
              5,167,945.50

            	
              (2)

            
	
              SWR-9B

            	
              5,167,945.50

            	
              (3)

            
	
              SWR-10A

            	
              5,568,349.00

            	
              (2)

            
	
              SWR-10B

            	
              5,568,349.00

            	
              (3)

            
	
              SWR-11A

            	
              35,981,324.00

            	
              (2)

            
	
              SWR-11B

            	
              35,981,324.00

            	
              (3)

            
	
              SWR-12A

            	
              8,403,837.00

            	
              (2)

            
	
              SWR-12B

            	
              8,403,837.00

            	
              (3)

            
	
              SWR-13A

            	
              6,154,062.50

            	
              (2)

            
	
              SWR-13B

            	
              6,154,062.50

            	
              (3)

            
	
              SWR-14A

            	
              5,867,939.00

            	
              (2)

            
	
              SWR-14B

            	
              5,867,939.00

            	
              (3)

            
	
              SWR-15A

            	
              5,987,152.00

            	
              (2)

            
	
              SWR-15B

            	
              5,987,152.00

            	
              (3)

            
	
              SWR-16A

            	
              6,097,825.00

            	
              (2)

            
	
              SWR-16B

            	
              6,097,825.00

            	
              (3)

            
	
              SWR-17A

            	
              6,199,513.50

            	
              (2)

            
	
              SWR-17B

            	
              6,199,513.50

            	
              (3)

            
	
              SWR-18A

            	
              9,883,671.50

            	
              (2)

            
	
              SWR-18B

            	
              9,883,671.50

            	
              (3)

            
	
              SWR-19A

            	
              6,401,558.00

            	
              (2)

            
	
              SWR-19B

            	
              6,401,558.00

            	
              (3)

            
	
              SWR-20A

            	
              6,218,428.50

            	
              (2)

            
	
              SWR-20B

            	
              6,218,428.50

            	
              (3)

            
	
              SWR-21A

            	
              5,704,337.00

            	
              (2)

            
	
              SWR-21B

            	
              5,704,337.00

            	
              (3)

            
	
              SWR-22A

            	
              5,592,671.00

            	
              (2)

            
	
              SWR-22B

            	
              5,592,671.00

            	
              (3)

            
	
              SWR-23A

            	
              32,132,964.00

            	
              (2)

            
	
              SWR-23B

            	
              32,132,964.00

            	
              (3)

            
	
              SWR-24A

            	
              8,100,246.00

            	
              (2)

            
	
              SWR-24B

            	
              8,100,246.00

            	
              (3)

            
	
              SWR-25A

            	
              4,986,897.00

            	
              (2)

            
	
              SWR-25B

            	
              4,986,897.00

            	
              (3)

            
	
              SWR-26A

            	
              4,798,080.00

            	
              (2)

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

      	
              Swap-IO
                REMIC Interest

            	
              Initial
                Principal Balance ($)(1)

            	
              Pass-Through
                Rate

            


    

    
      	
              SWR-26B

            	
              4,798,080.00

            	
              (3)

            
	
              SWR-27A

            	
              4,256,129.50

            	
              (2)

            
	
              SWR-27B

            	
              4,256,129.50

            	
              (3)

            
	
              SWR-28A

            	
              4,156,539.00

            	
              (2)

            
	
              SWR-28B

            	
              4,156,539.00

            	
              (3)

            
	
              SWR-29A

            	
              4,059,222.50

            	
              (2)

            
	
              SWR-29B

            	
              4,059,222.50

            	
              (3)

            
	
              SWR-30A

            	
              98,282,990.50

            	
              (2)

            
	
              SWR-30B

            	
              98,282,990.50

            	
              (3)

            
	
              SWR-31A

            	
              1,056,707.00

            	
              (2)

            
	
              SWR-31B

            	
              1,056,707.00

            	
              (3)

            
	
              SWR-32A

            	
              868,911.00

            	
              (2)

            
	
              SWR-32B

            	
              868,911.00

            	
              (3)

            
	
              SWR-33A

            	
              818,926.00

            	
              (2)

            
	
              SWR-33B

            	
              818,926.00

            	
              (3)

            
	
              SWR-34A

            	
              963,949.50

            	
              (2)

            
	
              SWR-34B

            	
              963,949.50

            	
              (3)

            
	
              SWR-35A

            	
              992,452.00

            	
              (2)

            
	
              SWR-35B

            	
              992,452.00

            	
              (3)

            
	
              SWR-36A

            	
              1,095,823.00

            	
              (2)

            
	
              SWR-36B

            	
              1,095,823.00

            	
              (3)

            
	
              SWR-37A

            	
              1,033,280.00

            	
              (2)

            
	
              SWR-37B

            	
              1,033,280.00

            	
              (3)

            
	
              SWR-38A

            	
              995,407.50

            	
              (2)

            
	
              SWR-38B

            	
              995,407.50

            	
              (3)

            
	
              SWR-39A

            	
              927,086.50

            	
              (2)

            
	
              SWR-39B

            	
              927,086.50

            	
              (3)

            
	
              SWR-40A

            	
              826,796.00

            	
              (2)

            
	
              SWR-40B

            	
              826,796.00

            	
              (3)

            
	
              SWR-41A

            	
              832,454.00

            	
              (2)

            
	
              SWR-41B

            	
              832,454.00

            	
              (3)

            
	
              SWR-42A

            	
              774,799.00

            	
              (2)

            
	
              SWR-42B

            	
              774,799.00

            	
              (3)

            
	
              SWR-43A

            	
              817,077.50

            	
              (2)

            
	
              SWR-43B

            	
              817,077.50

            	
              (3)

            
	
              SWR-44A

            	
              694,934.50

            	
              (2)

            
	
              SWR-44B

            	
              694,934.50

            	
              (3)

            
	
              SWR-45A

            	
              668,493.50

            	
              (2)

            
	
              SWR-45B

            	
              668,493.50

            	
              (3)

            
	
              SWR-46A

            	
              773,789.00

            	
              (2)

            
	
              SWR-46B

            	
              773,789.00

            	
              (3)

            
	
              SWR-47A

            	
              762,557.00

            	
              (2)

            
	
              SWR-47B

            	
              762,557.00

            	
              (3)

            
	
              SWR-48A

            	
              755,912.00

            	
              (2)

            
	
              SWR-48B

            	
              755,912.00

            	
              (3)

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

      	
              Swap-IO
                REMIC Interest

            	
              Initial
                Principal Balance ($)(1)

            	
              Pass-Through
                Rate

            


    

    
      	
              SWR-49A

            	
              725,397.00

            	
              (2)

            
	
              SWR-49B

            	
              725,397.00

            	
              (3)

            
	
              SWR-50A

            	
              720,383.50

            	
              (2)

            
	
              SWR-50B

            	
              720,383.50

            	
              (3)

            
	
              SWR-51A

            	
              689,580.00

            	
              (2)

            
	
              SWR-51B

            	
              689,580.00

            	
              (3)

            
	
              SWR-52A

            	
              632,114.50

            	
              (2)

            
	
              SWR-52B

            	
              632,114.50

            	
              (3)

            
	
              SWR-53A

            	
              648,218.50

            	
              (2)

            
	
              SWR-53B

            	
              648,218.50

            	
              (3)

            
	
              SWR-54A

            	
              600,231.00

            	
              (2)

            
	
              SWR-54B

            	
              600,231.00

            	
              (3)

            
	
              SWR-55A

            	
              628,282.00

            	
              (2)

            
	
              SWR-55B

            	
              628,282.00

            	
              (3)

            
	
              SWR-56A

            	
              530,348.50

            	
              (2)

            
	
              SWR-56B

            	
              530,348.50

            	
              (3)

            
	
              SWR-57A

            	
              507,801.00

            	
              (2)

            
	
              SWR-57B

            	
              507,801.00

            	
              (3)

            
	
              SWR-58A

            	
              580,490.50

            	
              (2)

            
	
              SWR-58B

            	
              580,490.50

            	
              (3)

            
	
              SWR-59A

            	
              606,820.50

            	
              (2)

            
	
              SWR-59B

            	
              606,820.50

            	
              (3)

            
	
              SWR-60A

            	
              28,760,516.00

            	
              (2)

            
	
              SWR-60B

            	
              28,760,516.00

            	
              (3)

            
	
              SWR-61A

            	
              425,275.50

            	
              (2)

            
	
              SWR-61B

            	
              425,275.50

            	
              (3)

            
	
              SWR-62A

            	
              397,509.00

            	
              (2)

            
	
              SWR-62B

            	
              397,509.00

            	
              (3)

            
	
              SWR-63A

            	
              359,228.50

            	
              (2)

            
	
              SWR-63B

            	
              359,228.50

            	
              (3)

            
	
              SWR-64A

            	
              310,636.50

            	
              (2)

            
	
              SWR-64B

            	
              310,636.50

            	
              (3)

            
	
              SWR-65A

            	
              345,174.00

            	
              (2)

            
	
              SWR-65B

            	
              345,174.00

            	
              (3)

            
	
              SWR-66A

            	
              313,390.00

            	
              (2)

            
	
              SWR-66B

            	
              313,390.00

            	
              (3)

            
	
              SWR-67A

            	
              315,327.50

            	
              (2)

            
	
              SWR-67B

            	
              315,327.50

            	
              (3)

            
	
              SWR-68A

            	
              268,040.50

            	
              (2)

            
	
              SWR-68B

            	
              268,040.50

            	
              (3)

            
	
              SWR-69A

            	
              259,217.00

            	
              (2)

            
	
              SWR-69B

            	
              259,217.00

            	
              (3)

            
	
              SWR-70A

            	
              299,184.00

            	
              (2)

            
	
              SWR-70B

            	
              299,184.00

            	
              (3)

            
	
              SWR-71A

            	
              295,122.00

            	
              (2)

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

      	
              Swap-IO
                REMIC Interest

            	
              Initial
                Principal Balance ($)(1)

            	
              Pass-Through
                Rate

            


    

    
      	
              SWR-71B

            	
              295,122.00

            	
              (3)

            
	
              SWR-72A

            	
              295,900.50

            	
              (2)

            
	
              SWR-72B

            	
              295,900.50

            	
              (3)

            
	
              SWR-73A

            	
              287,247.50

            	
              (2)

            
	
              SWR-73B

            	
              287,247.50

            	
              (3)

            
	
              SWR-74A

            	
              288,045.00

            	
              (2)

            
	
              SWR-74B

            	
              288,045.00

            	
              (3)

            
	
              SWR-75A

            	
              279,687.50

            	
              (2)

            
	
              SWR-75B

            	
              279,687.50

            	
              (3)

            
	
              SWR-76A

            	
              260,232.50

            	
              (2)

            
	
              SWR-76B

            	
              260,232.50

            	
              (3)

            
	
              SWR-77A

            	
              270,086.00

            	
              (2)

            
	
              SWR-77B

            	
              270,086.00

            	
              (3)

            
	
              SWR-78A

            	
              253,855.50

            	
              (2)

            
	
              SWR-78B

            	
              253,855.50

            	
              (3)

            
	
              SWR-79A

            	
              268,377.00

            	
              (2)

            
	
              SWR-79B

            	
              268,377.00

            	
              (3)

            
	
              SWR-80A

            	
              230,381.00

            	
              (2)

            
	
              SWR-80B

            	
              230,381.00

            	
              (3)

            
	
              SWR-81A

            	
              223,132.00

            	
              (2)

            
	
              SWR-81B

            	
              223,132.00

            	
              (3)

            
	
              SWR-82A

            	
              256,958.50

            	
              (2)

            
	
              SWR-82B

            	
              256,958.50

            	
              (3)

            
	
              SWR-83A

            	
              253,757.00

            	
              (2)

            
	
              SWR-83B

            	
              253,757.00

            	
              (3)

            
	
              SWR-84A

            	
              254,633.00

            	
              (2)

            
	
              SWR-84B

            	
              254,633.00

            	
              (3)

            
	
              SWR-85A

            	
              247,521.50

            	
              (2)

            
	
              SWR-85B

            	
              247,521.50

            	
              (3)

            
	
              SWR-86A

            	
              248,386.50

            	
              (2)

            
	
              SWR-86B

            	
              248,386.50

            	
              (3)

            
	
              SWR-87A

            	
              241,465.50

            	
              (2)

            
	
              SWR-87B

            	
              241,465.50

            	
              (3)

            
	
              SWR-88A

            	
              225,173.00

            	
              (2)

            
	
              SWR-88B

            	
              225,173.00

            	
              (3)

            
	
              SWR-89A

            	
              233,692.00

            	
              (2)

            
	
              SWR-89B

            	
              233,692.00

            	
              (3)

            
	
              SWR-90A

            	
              220,102.00

            	
              (2)

            
	
              SWR-90B

            	
              220,102.00

            	
              (3)

            
	
              SWR-91A

            	
              232,577.50

            	
              (2)

            
	
              SWR-91B

            	
              232,577.50

            	
              (3)

            
	
              SWR-92A

            	
              200,477.00

            	
              (2)

            
	
              SWR-92B

            	
              200,477.00

            	
              (3)

            
	
              SWR-93A

            	
              194,452.00

            	
              (2)

            
	
              SWR-93B

            	
              194,452.00

            	
              (3)

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

      	
              Swap-IO
                REMIC Interest

            	
              Initial
                Principal Balance ($)(1)

            	
              Pass-Through
                Rate

            


    

    
      	
              SWR-94A

            	
              223,385.00

            	
              (2)

            
	
              SWR-94B

            	
              223,385.00

            	
              (3)

            
	
              SWR-95A

            	
              229,346.00

            	
              (2)

            
	
              SWR-95B

            	
              229,346.00

            	
              (3)

            
	
              SWR-96A

            	
              23,868,000.00

            	
              (2)

            
	
              SWR-96B

            	
              23,868,000.00

            	
              (3)

            
	
              SWR-Support

            	
              (4)

            	
              (5)

            
	
              SWR-P

            	
                                  100.00

            	
              (6)

            
	
              SWR-40
                Year Reserve

            	
              (7)

            	
              (7)

            
	
              SW-A-R

            	
              (8)

            	
              (8)

            


    

    
       

      _________________


    

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              On
                and until the 96th Distribution Date, a rate equal to twice the Pool
                Tax
                Cap less 11.10% per annum (but no less than 0.00%).  On and
                after the 97th Distribution Date, a rate equal to the Pool Tax
                Cap.  The “Pool Tax Cap” means the weighted average of the
                Adjusted Net Mortgage Rates of all the Mortgage Loans.  For this
                purpose, beginning on the Distribution Date in July 2017 and ending
                on the
                Distribution Date in June 2037 (the “Last Scheduled Distribution Date”),
                the Adjusted Net Mortgage Rate shall be determined by first reducing
                the
                interest payable on each 40-Year Mortgage Loan by the 40-Year Reserve
                Rate.

            


    

     

    
      	
              (3)

            	
              On
                and until the 96th Distribution Date, a rate equal to the lesser
                of (i)
                11.10% per annum and (ii) twice the Pool Tax Cap.  On and after
                the 97th Distribution Date, a rate equal to the Pool Tax
                Cap.

            


    

     

    
      	
              (4)

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

            


    

     

    
      	
              (5)

            	
              A
                rate equal to the Pool Tax Cap.

            


    

     

    
      	
              (6)

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

            


    

     

    
      	
              (7)

            	
              Beginning
                on the Distribution Date in July 2017 and ending on the Last Scheduled
                Distribution Date, the SW-40 Year Reserve Interest shall be entitled
                to a
                specific portion of the interest payable on each 40-Year Mortgage
                Loan.  Specifically, the SW-40 Year Reserve Interest shall be
                entitled to a specific portion of the interest payable on the Stated
                Principal Balance of each 40-Year Mortgage Loan as of the Due Date
                in the
                month preceding the month of that Distribution Date (after giving
                effect
                to principal prepayments 
                in
                  the Prepayment Period related to that prior Due Date) at a per
                  annum rate
                  equal to 0.80% (the “40-Year Reserve Rate”).

              

               

               

            


    

    
       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

    

    
      	
              (8)

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

            


    

     

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

     

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

     

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

     

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

     

    STRIP
      REMIC:

     

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

     

    
      
        	
                
                  Strip
                    REMIC  Interest

                

              	
                
                  Initial
                    Principal Balance

                

              	
                
                  Pass-Through

                   Rate

                

              	
                
                  Corresponding
                    Class of Certificates

                

              
	
                STR-1-A-1

              	
                (1)

              	
                (2)

              	
                1-A-1

              
	
                STR-1-A-2

              	
                (1)

              	
                (2)

              	
                1-A-2

              
	
                STR-2-A-1

              	
                (1)

              	
                (2)

              	
                2-A-1

              
	
                STR-2-A-2

              	
                (1)

              	
                (2)

              	
                2-A-2

              
	
                STR-2-A-3

              	
                (1)

              	
                (2)

              	
                2-A-3

              
	
                STR-2-A-4

              	
                (1)

              	
                (2)

              	
                2-A-4

              
	
                STR-1-M-1

              	
                (1)

              	
                (2)

              	
                1-M-1

              
	
                STR-2-M-1

              	
                (1)

              	
                (2)

              	
                2-M-1

              
	
                STR-1-M-2

              	
                (1)

              	
                (2)

              	
                1-M-2

              
	
                STR-2-M-2

              	
                (1)

              	
                (2)

              	
                2-M-2

              
	
                STR-1-M-3

              	
                (1)

              	
                (2)

              	
                1-M-3

              
	
                STR-2-M-3

              	
                (1)

              	
                (2)

              	
                2-M-3

              
	
                STR-M-4

              	
                (1)

              	
                (2)

              	
                M-4

              
	
                STR-M-5

              	
                (1)

              	
                (2)

              	
                M-5

              
	
                STR-M-6

              	
                (1)

              	
                (2)

              	
                M-6

              
	
                STR-M-7

              	
                (1)

              	
                (2)

              	
                M-7

              
	
                STR-M-8

              	
                (1)

              	
                (2)

              	
                M-8

              
	
                STR-M-9

              	
                (1)

              	
                (2)

              	
                M-9

              
	
                STR-B

              	
                (1)

              	
                (2)

              	
                B

              
	
                STR-$100

              	
                $100

              	
                (3)

              	
                A-R

              
	
                STR-C-OC

              	
                (4)

              	
                (2)

              	
                N/A

              
	
                STR-C-Swap-IO

              	
                (5)

              	
                (5)

              	
                N/A

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Strip
                  REMIC  Interest

              	
                Initial
                  Principal Balance 

              	
                
                  Pass-Through

                   Rate 

                

              	
                Corresponding
                  Class of Certificates

              
	
                STR-C-40
                  Year IO

              	
                (6)

              	
                (6)

              	
                N/A

              
	
                STR-P

              	
                $100

              	
                (7)

              	
                P

              
	
                STR-A-R

              	
                (8)

              	
                (8)

              	
                N/A

              


      

    

     

     

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

     

    (2)           On
      each Distribution Date, the pass-through rate for this Strip REMIC Interest
      will
      be the “Strip REMIC Cap,” which will equal the weighted average of the
      pass-through rates of the Swap-IO REMIC Interests (other than the SWR-P, SWR-40
      Year Reserve and SWR-A-R Interests) treating each “B” Interest the cardinal
      number of which (for example, SW-1B, SW-2B, SW-3B, etc.) is not less than the
      ordinal number of the Distribution Date (first Distribution Date, second
      Distribution Date, third Distribution Date, etc.) as capped at a rate equal
      to
      the product of (i) 2 and (ii) LIBOR.

     

    (3)           This
      Strip REMIC Interest pays no interest.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    MASTER
      REMIC:

     

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

     

    
      	
              
                Class

              

            	
              
                Original
                  Certificate Principal Balance

              

            	
              
                Pass-Through
                  Rate

              

            
	
              Class
                1-A-1                                                          

            	
              $199,022,000

            	
              (1)

            
	
              Class
                1-A-2                                                          

            	
              $22,114,000

            	
              (1)

            
	
              Class
                2-A-1                                                          

            	
              $170,859,000

            	
              (1)

            
	
              Class
                2-A-2                                                          

            	
              $62,921,000

            	
              (1)

            
	
              Class
                2-A-3                                                          

            	
              $136,697,000

            	
              (1)

            
	
              Class
                2-A-4                                                          

            	
              $58,787,000

            	
              (1)

            
	
              Class
                1-M-1                                                          

            	
              $13,600,000

            	
              (1)

            
	
              Class
                2-M-1                                                          

            	
              $26,400,000

            	
              (1)

            
	
              Class
                1-M-2                                                          

            	
              $10,880,000

            	
              (1)

            
	
              Class
                2-M-2                                                          

            	
              $21,120,000

            	
              (1)

            
	
              Class
                1-M-3                                                          

            	
              $2,992,000

            	
              (1)

            
	
              Class
                2-M-3                                                          

            	
              $5,808,000

            	
              (1)

            
	
              Class
                M-4                                                          

            	
              $10,400,000

            	
              (1)

            
	
              Class
                M-5                                                          

            	
              $9,600,000

            	
              (1)

            
	
              Class
                M-6                                                          

            	
              $6,000,000

            	
              (1)

            
	
              Class
                M-7                                                          

            	
              $8,400,000

            	
              (1)

            
	
              Class
                M-8                                                          

            	
              $6,000,000

            	
              (1)

            
	
              Class
                M-9                                                          

            	
              $8,800,000

            	
              (1)

            
	
              Class
                B                                                          

            	
              $8,000,000

            	
              (1)

            
	
              Class
                C                                                          

            	
              (2)

            	
              (3)

            
	
              Class
                P                                                          

            	
              $100.00

            	
              (4)

            
	
              Class
                A-R                                                          

            	
              $100.00

            	
              (5)

            


    

    
      	
              (1)

            	
              The
                Certificates will accrue interest at the related Pass-Through Rates
                identified in this Agreement.  For federal income tax purposes,
                including the computation of the Class C Distributable Amount and
                entitlement to Net Rate Carryover, the Pass-Through Rate in respect
                of
                each Class 1-A, Class 2-A, Class M and Class B Certificate will be
                subject
                to a cap equal to the Strip REMIC Cap rather than its applicable
                Net Rate
                Cap.

            


    

    
      	
              (2)

            	
              For
                federal income tax purposes, the Class C Certificates will be treated
                as
                having a Certificate Principal Balance equal to the Overcollateralized
                Amount.

            


    

    
      	
              (3)

            	
              For
                each Interest Accrual Period the Class C Certificates are entitled
                to an
                amount (the “Class C Distributable Amount”) equal to the sum of (a) the
                interest payable on the STR-C-OC Interest, (b) the interest payable
                on the
                STR-C-Swap-IO Interest, (c) the interest


            


    

    
    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    
      	 	payable
              on the STR-C-40 Year IO Interest and (d) a specified portion of the
              interest payable on the Strip REMIC Regular Interests (other than the
              STR-$100, STR-C-OC, STR-C-Swap-IO, STR-C-40 Year IO and STR-P Interests)
              equal to the excess of the Strip REMIC Cap over the weighted average
              interest rate of the Strip REMIC Regular Interests (other than the
              STR-$100, STR-C-OC, STR-C-Swap-IO, STR-C-40 Year IO and STR-P Interests)
              with each such Class subject to a cap equal to the Pass-Through Rate
              of
              the Corresponding Master REMIC Class.  The Pass-Through Rate of
              the Class C Certificates shall be a rate sufficient to entitle it to
              an
              amount equal to all interest accrued on the Mortgage Loans less the
              interest accrued on the other interests issued by the Master
              REMIC.  The Class C Distributable Amount for any Distribution
              Date is payable from current interest on the Mortgage Loans and any
              related Overcollateralization Reduction Amount for that Distribution
              Date.


      	
              (4)

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

            


    

    
      	
              (5)

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

            


    

     

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

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    ARTICLE
      I.

    DEFINITIONS

     

    
      	
              Section
                1.01         
                 

            	
              Defined
                Terms.

            


    

     

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

     

    40-Year
      Target Schedule:  Schedule II hereto.

     

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

     

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

     

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

     

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

     

    Accrual
      Period:  With respect to any Distribution Date and each Class of
      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
      the Class C Certificates will be made on the basis of a 360-day year consisting
      of twelve 30-day months.

     

    Additional
      Designated Information:  As defined in Section 11.02.

     

    Adjustable
      Rate Certificates:  The Class A Certificates and the Adjustable
      Rate Subordinate Certificates.

     

    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.

     

    Adjustable
      Rate Subordinate Certificates:  The Class M
      Certificates.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Adjusted
      Replacement Upfront Amount:  As defined in Section
      3.21.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              Loan
                Group(s)

            	
              Class(es)
                of Certificates

            
	 	 
	
              1
                and 2

            	
              Interest-Bearing

            
	
              1

            	
              1-A

            
	
              2

            	
              2-A

            
	 	 


    

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

     

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

     

    Bankruptcy
      Code:  Title 11 of the United States Code.

     

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

     

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

     

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

     

    Capitalized
      Interest Account: The separate Eligible Account designated as such and
      created and maintained by the Trustee pursuant to Section 3.05(e).  The
      Capitalized Interest Account shall be treated as an “outside reserve fund” under
      applicable Treasury regulations and shall not be part of any
      REMIC.  Except as provided in Section 3.05(e), any investment earnings
      on the amounts on deposit in the Capitalized Interest Account shall be treated
      as owned by the Depositor and shall be taxable to the Depositor.

     

    Capitalized
      Interest Deposit:  $127,952.40.

     

    Capitalized
      Interest Release Amount:  With respect to any Subsequent Transfer
      Date, an amount equal to the product of (1) the sum of (a) the Trustee Fee
      Rate
      and (b) the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans
      (excluding any Subsequent Mortgage Loans conveyed to the Trust Fund during
      the
      calendar month in which such Subsequent Transfer Date occurs) as of the first
      day of the Due Period beginning in the month in which such Subsequent Transfer
      Date occurs (after giving effect to Principal Prepayments received during the
      Prepayment Period, if any, that ends during such Due Period), (2) the Subsequent
      Transfer Date Transfer Amount for such Subsequent Transfer Date and (3) a
      fraction, the numerator of which is the number of calendar months in the period
      beginning with the calendar month in which such Subsequent Transfer Date occurs
      and ending with the calendar month containing the latest date on which the
      Funding Period could end, and the denominator of which is 12.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Capitalized
      Interest Requirement:  With respect to each Funding Period
      Distribution Date, 1/12 of the product of (1) the sum of (a) the Trustee Fee
      Rate and (b) the weighted average Adjusted Net Mortgage Rate of the Mortgage
      Loans (excluding any Subsequent Mortgage Loans conveyed to the Trust Fund during
      the calendar month preceding such Distribution Date) as of the first day of
      the
      related Due Period (after giving effect to Principal Prepayments received during
      the Prepayment Period, if any, that ends during such Due Period) and (2) the
      amount on deposit in the Pre-Funding Account as of the last day of the calendar
      month preceding such Funding Period Distribution Date (or, if the Funding Period
      ended during such calendar month, as of the last day of the Funding
      Period).

     

    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 2007-11”.  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-19, Exhibit
      B, Exhibit C, Exhibit D and Exhibit E.

     

    Certificate
      Account:  The separate Eligible Account created and initially
      maintained by the Master Servicer pursuant to Section 3.05(b) with a depository
      institution in the name of the Master Servicer for the benefit of the Trustee
      on
      behalf of the Certificateholders and designated “Countrywide Home Loans
      Servicing LP in trust for registered Holders of CWABS, Inc., Asset-Backed
      Certificates, Series 2007-11”.  Funds in the Certificate Account shall
      be held in trust for the Certificateholders for the uses and purposes set forth
      in this Agreement.

     

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

     

    Certificate
      Principal Balance:  As to any Certificate (other than the Class C
      Certificates) and as of any Distribution Date, the Initial Certificate Principal
      Balance of such Certificate (A) less the sum of (i) all amounts distributed
      with
      respect to such Certificate in reduction of the Certificate Principal Balance
      thereof on previous Distribution Dates pursuant to Section 4.04(b) and (ii)
      any
      Applied Realized Loss Amounts allocated to such Certificate on previous
      Distribution Dates pursuant to Section 4.04(h), and (B) increased by any
      Subsequent Recoveries allocated to such Certificate pursuant to Section 4.04(i)
      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.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    Certification
      Party:  As defined in Section 11.05.

     

    Certifying
      Person:  As defined in Section 11.05.

     

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

     

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

     

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

     

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

     

    Class
      1-A-2 Certificate:  Any Certificate designated as a “Class 1-A-2
      Certificate” on the face thereof, in the form of Exhibit A-2 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      1-A Certificates:  The Class 1-A-1 and Class 1-A-2 Certificates
      collectively.

     

    Class
      1-A Principal Distribution Amount:  With respect to any
      Distribution Date, the product of (x) the Class A Principal Distribution Target
      Amount and (y) a fraction, the numerator of which is the Principal Remittance
      Amount for Loan Group 1 and the denominator of which is the sum of the Principal
      Remittance Amounts for both Loan Groups.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Class
      2-A-1 Certificate:  Any Certificate designated as a “Class 2-A-1
      Certificate” on the face thereof, in the form of Exhibit A-3 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      2-A-2 Certificate:  Any Certificate designated as a “Class 2-A-2
      Certificate” on the face thereof, in the form of Exhibit A-4 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      2-A-3 Certificate:  Any Certificate designated as a “Class 2-A-3
      Certificate” on the face thereof, in the form of Exhibit A-5 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      2-A-4 Certificate:  Any Certificate designated as a “Class 2-A-4
      Certificate” on the face thereof, in the form of Exhibit A-6 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      2-A Certificates:  The Class 2-A-1, Class 2-A-2, Class 2-A-3 and
      Class 2-A-4 Certificates collectively.

     

    Class
      2-A Principal Distribution Amount:  With respect to any
      Distribution Date, the product of (x) the Class A Principal Distribution Target
      Amount and (y) a fraction, the numerator of which is the Principal Remittance
      Amount for Loan Group 2 and the denominator of which is the sum of the Principal
      Remittance Amounts for both Loan Groups.

     

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

     

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

     

    Class
      A Principal Distribution Target Amount:  With respect to any
      Distribution Date, the excess of (1) the aggregate Certificate Principal Balance
      of the Class A Certificates immediately prior to such Distribution Date, over
      (2) the lesser of (x) 62.60% of the aggregate Stated Principal Balance of the
      Mortgage Loans for such Distribution Date and (y) the aggregate Stated Principal
      Balance of the Mortgage Loans for such Distribution Date minus the OC
      Floor.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    Class
      2-M-1 Certificate:  Any Certificate designated as a “Class 2-M-1
      Certificate” on the face thereof, in the form of Exhibit A-8 hereto,
      representing the right to distributions as set forth herein.

     

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

     

    Class
      1-M-2 Certificate:  Any Certificate designated as a “Class 1-M-2
      Certificate” on the face thereof, in the form of Exhibit A-9 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      2-M-2 Certificate:  Any Certificate designated as a “Class 2-M-2
      Certificate” on the face thereof, in the form of Exhibit A-10 hereto,
      representing the right to distributions as set forth herein.

     

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

     

    Class
      1-M-3 Certificate:  Any Certificate designated as a “Class 1-M-3
      Certificate” on the face thereof, in the form of Exhibit A-11 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      2-M-3 Certificate:  Any Certificate designated as a “Class 2-M-3
      Certificate” on the face thereof, in the form of Exhibit A-12 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      M-3 Certificate:  Any Class 1-M-3 or Class 2-M-3
      Certificate.

     

    Class
      M-4 Certificate:  Any Certificate designated as a “Class M-4
      Certificate” on the face thereof, in the form of Exhibit A-13 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      M-5 Certificate:  Any Certificate designated as a “Class M-5
      Certificate” on the face thereof, in the form of Exhibit A-14 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      M-6 Certificate:  Any Certificate designated as a “Class M-6
      Certificate” on the face thereof, in the form of Exhibit A-15 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      M-7 Certificate:  Any Certificate designated as a “Class M-7
      Certificate” on the face thereof, in the form of Exhibit A-16 hereto,
      representing the right to distributions as set forth herein.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Class
      M-8 Certificate:  Any Certificate designated as a “Class M-8
      Certificate” on the face thereof, in the form of Exhibit A-17 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      M-9 Certificate:  Any Certificate designated as a “Class M-9
      Certificate” on the face thereof, in the form of Exhibit A-18 hereto,
      representing the right to distributions as set forth herein.

     

    Class
      M Certificate:  Any Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8 or Class M-9
      Certificate.

     

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

     

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

     

    Closing
      Date:  June 29, 2007.

     

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

     

    Collateral
      Schedule:  Schedule I hereto.

     

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

     

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

     

    Confirmation:  The
      confirmation, reference number N644653N, with a trade date of June 28, 2007
      evidencing a transaction between the Swap Counterparty and CHL relating to
      the
      Swap Contract.

     

    Corporate
      Trust Office:  The designated office of the Trustee in the State
      of New York where at any particular time its corporate trust business with
      respect to this Agreement shall be administered, which office at the date of
      the
      execution of this Agreement is located at 101 Barclay Street, Floor 4W, New
      York, New York 10286 (Attention:  Corporate Trust MBS Administration),
      telephone: (212) 815-3236, facsimile: (212) 815-3986.

     

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

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Credit
      Comeback Excess Account:  The separate Eligible Account created
      and initially maintained by the Trustee pursuant to Section 4.08 in the name
      of
      the Trustee for the benefit of the Certificateholders and designated “The Bank
      of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
      Certificates, Series 2007-11”.  Funds in the Credit Comeback Excess
      Account shall be held in trust for the Certificateholders for the uses and
      purposes set forth in this Agreement.

     

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

     

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

     

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

     

    Cumulative
      Loss Trigger Event: With respect to a Distribution Date on or after the
      Stepdown Date, a Cumulative Loss Trigger Event will be in effect if (x) the
      aggregate amount of Realized Losses on the Mortgage Loans from the Cut-off
      Date
      for each such Mortgage Loan to (and including) the last day of the related
      Due
      Period (reduced by the aggregate amount of any Subsequent Recoveries received
      through the last day of that Due Period) exceeds (y) the applicable percentage,
      for such Distribution Date, of the sum of the aggregate Cut-off Date Principal
      Balance of the Initial Mortgage Loans and the Pre-Funded Amount, as set forth
      below:

    
 

    
      	
              Distribution
                Date

            	
              Percentage

            
	
               

            	
               

            
	
              July
                2009 — June 2010

            	
              0.95%
                with respect to July 2009, plus an additional 1/12th of 1.15% for
                each
                month thereafter through June 2010

            


    

    
      	
              July
                2010 — June 2011

            	
              2.10%
                with respect to July 2010, plus an additional 1/12th of 1.30% for
                each
                month thereafter through June 2011

            
	
              July
                2011 — June 2012

            	
              3.40%
                with respect to July 2011, plus an additional 1/12th of 1.00% for
                each
                month thereafter through June 2012

            
	
              July
                2012 — June 2013

            	
              4.40%
                with respect to July 2012, plus an additional 1/12th of 0.65% for
                each
                month thereafter through June 2013

            
	
              July
                2013 — June 2014

            	
              5.05%
                with respect to July 2013, plus an additional 1/12th of 0.05% for
                each
                month thereafter through June 2014

            
	
              July
                2014 and thereafter

            	
              5.10%

            


    

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    
 

     

     

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

     

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

     

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

     

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

     

    Deficient
      Valuation:  With respect to any Mortgage Loan, a valuation by a
      court of competent jurisdiction of the Mortgaged Property in an amount less
      than
      the then outstanding indebtedness under such Mortgage Loan, or any reduction
      in
      the amount of principal to be paid 

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    in
      connection with any Scheduled Payment that results in a permanent forgiveness
      of
      principal, which valuation or reduction results from an order of such court
      that
      is final and non-appealable in a proceeding under the Bankruptcy
      Code.

     

    Definitive
      Certificates:  As defined in Section 5.06.

     

    Delay
      Delivery Mortgage Loans:  (i) The Initial Mortgage Loans
      identified on the schedule of Mortgage Loans hereto set forth on Exhibit F-2
      hereof for which all or a portion of a related Mortgage File is not delivered
      to
      the Co-Trustee on or prior to the Closing Date, and (ii) the Subsequent Mortgage
      Loans identified on the schedule of Subsequent Mortgage Loans set forth in
      Annex
      A to each related Subsequent Transfer Agreement for which all or a portion
      of
      the related Mortgage File is not delivered to the Co-Trustee on or prior to
      the
      related Subsequent Transfer Date.  The Depositor shall deliver (or
      cause delivery of) the Mortgage Files to the Co-Trustee:  (A) with
      respect to at least 50% of the Initial Mortgage Loans in each Loan Group, not
      later than the Closing Date and with respect to at least 10% of the Subsequent
      Mortgage Loans in each Loan Group conveyed on a Subsequent Transfer Date, not
      later than such Subsequent Transfer Date, (B) with respect to at least an
      additional 40% of the Initial Mortgage Loans in each Loan Group, not later
      than
      20 days after the Closing Date, and not later than 20 days after the relevant
      Subsequent Transfer Date with respect to the remaining Subsequent Mortgage
      Loans
      conveyed on such Subsequent Transfer Date, and (C) with respect to the remaining
      Initial Mortgage Loans, not later than thirty days after the Closing
      Date.  To the extent that Countrywide Home Loans, Inc. shall be in
      possession of any Mortgage Files with respect to any Delay Delivery Mortgage
      Loan, until delivery of such Mortgage File to the Co-Trustee as provided in
      Section 2.01, Countrywide Home Loans, Inc. shall hold such files as agent and
      in
      trust for the Co-Trustee.

     

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

     

    Delinquency
      Trigger Event: With respect to any Distribution Date on or after the
      Stepdown Date, a Delinquency Trigger Event will be in effect if the Rolling
      Sixty-Day Delinquency Rate for Outstanding Mortgage Loans equals or exceeds
      the
      product of (x) the Senior Enhancement Percentage for such Distribution Date
      and
      (y) the applicable percentage listed below for the most senior Class of
      Interest-Bearing Certificates:

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              Class

            	
              Percentage

            
	 	 
	
              A                           

            	
              42.78%

            
	
              M-1                           

            	
              58.39%

            
	
              M-2                           

            	
              82.47%

            
	
              M-3                           

            	
              93.02%

            
	
              M-4                           

            	
              109.59%

            
	
              M-5                           

            	
              131.15%

            
	
              M-6                           

            	
              149.53%

            
	
              M-7                           

            	
              186.05%

            
	
              M-8                           

            	
              225.35%

            
	
              M-9                           

            	
              326.53%

            
	
              B                           

            	
              551.72%

            


    

     

    For
      the
      purposes of the definition of “Delinquency Trigger Event”, the Class A
      Certificates will be treated as a single Class of Certificates, the Class M-1
      Certificates will be treated as a single Class of Certificates, the Class M-2
      Certificates will be treated as a single Class of Certificates and the Class
      M-3
      Certificates will be treated as a single Class of Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    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
      2007-11”.  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, the first Business Day thereafter, commencing in July
      2007.

     

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

     

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

     

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

     

    Eligible
      Account:  Any of (i) an account or accounts maintained with a
      federal or state chartered depository institution or trust company the
      short-term unsecured debt obligations of which (or, in the case of a depository
      institution or trust company that does not have the requisite ratings and is
      the
      principal subsidiary of a holding company, the debt obligations of such holding
      company) have (a) the highest short-term ratings of Moody’s or Fitch and (b) (1)
      if such Eligible Account is not the Pre-Funding Account or the Capitalized
      Interest Account, one of the two highest short-term ratings of S&P (or, if
      such entity does not have a short-term rating from S&P, the long-term
      unsecured and unsubordinated debt obligations of such entity have a rating
      from
      S&P of at least “BBB+”) and (2) if such Eligible Account is the Pre-Funding
      Account or the Capitalized Interest Account, the highest short-term ratings
      of
      S&P (or, if such entity does not have a short-term rating from S&P, the
      long-term unsecured and unsubordinated debt obligations of such entity have
      a
      rating from S&P of at least “A+”), (ii) a segregated trust account or
      accounts maintained with the corporate trust department of a federal or state
      chartered depository institution subject to regulations regarding fiduciary
      funds on deposit similar to Title 12 of the Code of Federal Regulations, Chapter
      I, Part 9, Section 9.10(b), which has corporate trust powers, acting in its
      fiduciary capacity or (iii) any other account acceptable to each Rating
      Agency.  Eligible Accounts may bear interest, and may include, if
      otherwise qualified under this definition, accounts maintained with the
      Trustee.  In the event that the federal or state chartered depository
      institution or trust company maintaining an Eligible Account described in clause
      (i) above no longer satisfies the credit rating of S&P set forth in clause
      (i)(b)(1) above then the Person responsible for establishing such Eligible
      Account shall cause any amounts on deposit therein to be moved to another
      federal or state chartered depository institution or trust company satisfying
      such credit rating of S&P within 30 calendar days.  In the event
      that the federal or state chartered depository institution or trust company
      maintaining an Eligible Account described in clause (i) above no longer
      satisfies the credit rating of S&P set forth in clause (i)(b)(2) above then
      the Person responsible for establishing such Eligible Account shall cause any
      amounts on deposit therein to be moved to another federal or state chartered
      depository institution or trust company satisfying such credit rating of S&P
      within 60 calendar days.

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    Escrow
      Account:  As defined in Section 3.06 hereof.

     

    Event
      of Default:  As defined in Section 7.01 hereof.

     

    Excess
      Cashflow:  With respect to any Distribution Date the sum of (i)
      the amount remaining after the distribution of interest to Certificateholders
      for such Distribution Date pursuant to Section 4.04(a)(viii)(b), (ii) the amount
      remaining after the distribution of principal to Certificateholders for such
      Distribution Date, pursuant to Section 4.04(b)(1)(B)(v) or 4.04(b)(2)(B)(v)
      and
      (iii) the Overcollateralization Reduction Amount for such Distribution
      Date.

     

    Excess
      Deposit:  As defined in Section 8.11 hereof.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Final
      Maturity Funding Cap:  For any Distribution Date beginning with
      the Distribution Date in July 2017, the least of (i) the aggregate Certificate
      Principal Balance of the Interest-Bearing Certificates immediately prior to
      that
      Distribution Date, (ii) the aggregate Stated Principal Balance of all
      outstanding 40-Year Mortgage Loans as of the first day of the related Due Period
      (after giving effect to Principal Prepayments received during the Prepayment
      Period that ends during such Due Period) and (iii) $30,615,025.

     

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

     

    Final
      Maturity Required Deposit Trigger:  With respect to any
      Distribution Date on or after the Distribution Date in July 2017 up to and
      including the Distribution Date in June 2037, the Final Maturity Required
      Deposit Trigger shall be in effect with respect to such Distribution Date if the
      aggregate Stated Principal Balance of the 40-Year Mortgage Loans as of the
      Due
      Date occurring in the month preceding the month of that Distribution Date (after
      giving effect to Principal Prepayments in the Prepayment Period related to
      that
      prior Due Date) is greater than the “40-Year Target” specified on the 40-Year
      Target Schedule for such Distribution Date.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Final
      Maturity Reserve Deposit:  For any Distribution Date on which the
      Final Maturity Required Deposit Trigger is not in effect, $0.  For any
      Distribution Date on which the Final Maturity Required Deposit Trigger is in
      effect, an amount equal to the lesser of (a) one-twelfth of the product of
      (i)
      0.80% and (ii) the aggregate Stated Principal Balance of the 40-Year Mortgage
      Loans as of the Due Date occurring in the month preceding the month of that
      Distribution Date (after giving effect to Principal Prepayments in the
      Prepayment Period related to that prior Due Date) and (b) the excess of (i)
      the
      Final Maturity Funding Cap for such Distribution Date over (ii) the amount
      on
      deposit in the Final Maturity Reserve Fund immediately prior to such
      Distribution Date.

     

    Final
      Maturity Reserve Fund:  The separate Eligible Account created and
      initially maintained by the Trustee pursuant to Section 4.10 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 2007-11”.  Funds in the Final Maturity Reserve
      Fund shall be held in trust by the Final Maturity Reserve Trustee for the
      Certificateholders for the uses and purposes set forth in this
      Agreement.

     

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

     

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

     

    Fitch:  Fitch,
      Inc. and its successors.

     

    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 B Certificates.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    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) August 24, 2007.

     

    Funding
      Period Distribution Date:  Each Distribution Date during the
      Funding Period and, if the Funding Period ends on or after the Distribution
      Date
      in a month, the immediately succeeding Distribution Date.

     

    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 Certificates:  The Class 1-A, Class 1-M-1, Class 1-M-2 and Class
      1-M-3 Certificates.

     

    Group
      1 Distribution Percentage:  With respect to any Distribution Date,
      the percentage equivalent of a fraction, the numerator of which is equal to
      the
      Principal Remittance Amount for Loan Group 1 for that Distribution Date, and
      the
      denominator of which is equal to the sum of the Principal Remittance Amounts
      for
      Loan Group 1 and Loan Group 2 for that Distribution Date.

     

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

     

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

     

    Group
      1 Pre-Funded Amount:  The portion of the Pre-Funded Amount
      allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans
      on
      the Closing Date, which shall equal $3,000,270.51.

     

    Group
      2 Certificates:  The Class 2-A, Class 2-M-1, Class 2-M-2 and Class
      2-M-3 Certificates.

     

    Group
      2 Distribution Percentage:  With respect to any Distribution Date,
      the percentage equivalent of a fraction, the numerator of which is equal to
      the
      Principal Remittance Amount for Loan Group 2 for that Distribution Date, and
      the
      denominator of which is equal to the sum of the Principal Remittance Amounts
      for
      Loan Group 1 and Loan Group 2 for that Distribution Date.

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Group
      2 Mortgage Loans:  The group of Mortgage Loans identified in the
      related Mortgage Loan Schedule as “Group 2 Mortgage Loans”, including in each
      case any Mortgage Loans delivered in replacement thereof.

     

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

     

    Group
      2 Pre-Funded Amount:  The portion of the Pre-Funded Amount
      allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage Loans
      on
      the Closing Date, which shall equal $6,771,321.73.

     

    Group
      Distribution Percentage:  With respect to any Distribution Date,
      in the case of Loan Group 1, the Group 1 Distribution Percentage for that
      Distribution Date, and in the case of Loan Group 2, the Group 2 Distribution
      Percentage for that Distribution Date.

     

    Index:  As
      to any Adjustable Rate Mortgage Loan on any Adjustment Date related thereto,
      the
      index for the adjustment of the Mortgage Rate set forth as such in the related
      Mortgage Note, or, if the Index in the Mortgage Note ceases to be published
      or
      becomes unavailable for any reason, then the Index shall be a new index selected
      by the Master Servicer, based on comparable information and in accordance with
      the Mortgage Note and applicable law.

     

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

     

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

     

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

     

    Initial
      Cut-off Date:  In the case of any Initial Mortgage Loan, the later
      of (x) June 1, 2007 and (y) the date of origination of such Initial 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.

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    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.

     

    Initial
      Purchaser:  Countrywide Securities Corporation.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Interest
      Determination Date:  With respect to the first Accrual Period for
      the Adjustable Rate Certificates, June 27, 2007.  With respect to any
      Accrual Period for the Adjustable Rate Certificates thereafter, the second
      LIBOR
      Business Day preceding the commencement of such Accrual Period.

     

    Interest
      Funds:  With respect to any Distribution Date and Loan Group, the
      Interest Remittance Amount for such Loan Group and Distribution Date, plus
      in
      the case of each Funding Period Distribution Date, the portion of the
      Capitalized Interest Requirement for such Distribution Date allocable to such
      Loan Group, if any, less the portion of the Trustee Fee for such Distribution
      Date allocable to such Loan Group, plus the Adjusted Replacement Upfront Amount,
      if any, allocable to that Loan Group, less the Mortgage Insurance Premium for
      the Covered Mortgage Loans in that Loan Group for such Distribution
      Date.

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    ISDA
      Master Agreement:  The 1992 ISDA Master Agreement (Multicurrency –
Cross Border), including the Schedule and Credit Support Annex thereto,
      dated
      June 29, 2007, between the Swap Counterparty and the Swap Contract
      Administrator.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Loan
      Group 1:  The Group 1 Mortgage Loans.

     

    Loan
      Group 2:  The Group 2 Mortgage Loans.

     

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

     

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

     

    Master
      REMIC:  As defined in the Preliminary Statement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    MERS®
      System:  The system of recording transfers of mortgages
      electronically maintained by MERS.

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Mortgage
      Insurance Policy:  The Mortgage Insurance Policy issued by
      Mortgage Guaranty Insurance Corporation with respect to certain Mortgage Loans
      identified in the Mortgage Loan Schedule.

     

    Mortgage
      Insurance Premium:  The premium payable on the Mortgage Insurance
      Policy on each Distribution Date and amounts due for premium taxes with respect
      to West Virginia, Kentucky or other applicable state taxes relating to such
      premium.

     

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

     

    Mortgage
      Insurer:  Mortgage Guaranty Insurance Corporation or any
      replacement Mortgage Insurer, as applicable.

     

    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 

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Trust
      Fund and from time to time subject to this Agreement, attached hereto as Exhibit
      F-1, setting forth in the following information with respect to each Mortgage
      Loan:

     

    
      	
              (i)  

            	
              the
                loan number;

            


    

     

    
      	
              (ii)  

            	
              the
                Loan Group;

            


    

     

    
      	
              (iii)  

            	
              the
                Appraised Value;

            


    

     

    
      	
              (iv)  

            	
              the
                Initial Mortgage Rate;

            


    

     

    
      	
              (v)  

            	
              the
                maturity date;

            


    

     

    
      	
              (vi)  

            	
              the
                original principal balance;

            


    

     

    
      	
              (vii)  

            	
              the
                Cut-off Date Principal Balance;

            


    

     

    
      	
              (viii)  

            	
              the
                first payment date of the Mortgage
                Loan;

            


    

     

    
      	
              (ix)  

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

            


    

     

    
      	
              (x)  

            	
              the
                Loan-to-Value Ratio at origination;

            


    

     

    
      	
              (xi)  

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

            


    

     

    
      	
              (xii)  

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

            


    

     

    
      	
              (xiii)  

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

            


    

     

    
      	
              (xiv)  

            	
              the
                purpose of the Mortgage Loan;

            


    

     

    
      	
              (xv)  

            	
              with
                respect to each Adjustable Rate Mortgage
                Loan:

            


    

     

    
      
        	 	
                (a)

              	
                the
                  frequency of each Adjustment Date;

                 

              	 
	 	
                (b)

              	
                the
                  next Adjustment Date;

                 

              	 
	 	
                (c)

              	
                the
                  Maximum Mortgage Rate;

                 

              	 
	 	
                (d)

              	
                the
                  Minimum Mortgage Rate;

                 

              	 
	 	
                (e)

              	
                the
                  Mortgage Rate as of the Cut-off Date;

                 

              	 


      

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                (f)

              	
                the
                  related Initial Periodic Rate Cap and Subsequent Periodic Rate
                  Cap;
                  and

                 

              	 
	 	
                (g)

              	
                the
                  Gross Margin;

              	 


      

    

     

    
      	
              (xvi)  

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

            


    

     

    
      	
              (xvii)  

            	
              the
                premium rate for any lender-paid mortgage insurance, if
                applicable;

            


    

     

    
      	
              (xviii)  

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

            


    

     

    
      	
              (xix)  

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

            


    

     

    
      	
              (xx)  

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

            


    

     

    
      	
              (xxi)  

            	
              a
                code indicating the type of Prepayment
                Charge;

            


    

     

    
      	
              (xxii)  

            	
              the
                state of origination of the related Mortgage Loan;
                and

            


    

     

    
      	
              (xxiii)  

            	
              the
                term of the related Prepayment
                Charge.

            


    

     

    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 supplement thereto
      delivered pursuant to Section 2.01(f) and all the related Subsequent Mortgage
      Loans and Subsequent Mortgage Loan information included therein.

     

    The
      Mortgage Loan 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 amendment
      to the Mortgage Loan Schedule relating to clauses (xxi), (xxii) and (xxiii)
      thereof shall be furnished by the Master Servicer to the Class P and Class
      C
      Certificateholders and the NIM Insurer.

     

    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.

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

    Mortgaged
      Property:  The underlying property securing a Mortgage
      Loan.

     

    Mortgagor:  The
      obligors on a Mortgage Note.

     

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

     

    Net
      Rate Cap:  With respect to any Distribution Date and:

     

    (i)
      each
      Class of Group 1 Certificates, the weighted average Adjusted Net Mortgage Rate
      of the Mortgage Loans in Loan Group 1 as of the first day of the related Due
      Period (after giving effect to Principal Prepayments received during the
      Prepayment Period that ends during such Due Period), adjusted to an effective
      rate reflecting the calculation of interest on the basis of the actual number
      of
      days elapsed during the related Accrual Period and a 360-day year, minus a
      fraction, expressed as a percentage, the numerator of which is (a) the product
      of (x) the sum of (1) the sum of the Net Swap Payment payable to the Swap
      Counterparty with respect to such Distribution Date and the Final Maturity
      Reserve Deposit for such Distribution Date times a fraction, the numerator
      of
      which is 360 and the denominator of which is the actual number of days in the
      related Accrual Period and (2) any Swap Termination Payment payable to the
      Swap
      Counterparty for such Distribution Date (other than a Swap Termination Payment
      due to a Swap Counterparty Trigger Event) and (y) a fraction, the numerator
      of
      which is the Interest Funds for Loan Group 1 for such Distribution Date, and
      the
      denominator of which is the Interest Funds for Loan Group 1 and Loan Group
      2 for
      such Distribution Date, and the denominator of which is (b) the sum of the
      aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 as
      of
      the first day of the related Due Period (after giving effect to Principal
      Prepayments received during the Prepayment Period that ends during such Due
      Period) plus any amounts on deposit in the Pre-Funding Account in respect of
      Loan Group 1 as of the first day of that Due Period;

     

    (ii)
      each
      Class of Group 2 Certificates, the weighted average Adjusted Net Mortgage Rate
      of the Mortgage Loans in Loan Group 2 as of the first day of the related Due
      Period (after giving effect to Principal Prepayments received during the
      Prepayment Period that ends during such Due Period), adjusted to an effective
      rate reflecting the calculation of interest on the basis of the actual number
      of
      days elapsed during the related Accrual Period and a 360-day year, minus a
      fraction, expressed as a percentage, the numerator of which is (a) the product
      of (x) the sum of (1) the sum of the Net Swap Payment payable to the Swap
      Counterparty with respect to such Distribution Date and the Final Maturity
      Reserve Deposit for such Distribution Date times a fraction, the numerator
      of
      which is 360 and the denominator of which is the actual number of days in the
      related Accrual Period and (2) any Swap Termination Payment payable to the
      Swap
      Counterparty for such Distribution Date (other than a Swap Termination Payment
      due to a Swap Counterparty Trigger Event) and (y) a fraction, the numerator
      of
      which is the Interest Funds for Loan Group 2 for such Distribution Date, and
      the
      denominator of which is the Interest Funds for Loan Group 1 and Loan Group
      2 for
      such Distribution Date, and the denominator of which is (b) the sum of the
      aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 as
      of
      the first day of the related Due Period (after giving effect to Principal
      Prepayments received during the Prepayment Period that ends during such Due
      Period) plus any amounts on deposit in the Pre-Funding Account in respect of
      Loan Group 2 as of the first day of that Due Period;

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

     

     

    (iii)
      each Class of Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
      M-9 Certificates, the weighted average of the Net Rate Caps for the Group 1
      and
      Group 2 Certificates for such Distribution Date, weighted on the basis of the
      excess (if any) of the sum of the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Loan Group as of the first day of the related
      Due
      Period (after giving effect to Principal Prepayments received during the
      Prepayment Period that ends during such Due Period) and the amount on deposit
      in
      the Pre-Funding Account in respect of that Loan Group as of the first day of
      such Due Period over the aggregate Certificate Principal Balance of the Group
      1
      and Group 2 Certificates, respectively, immediately prior to such Distribution
      Date; and

     

    (iv)
      the
      Class B Certificates, the weighted average of the Net Rate Caps for the Group
      1
      and Group 2 Certificates for such Distribution Date (in each case calculated
      without giving effect to any Net Swap Payment or Swap Termination Payment
      payable to the Swap Counterparty for that Distribution Date), weighted on the
      basis of the excess (if any) of the sum of the aggregate Stated Principal
      Balance of the Mortgage Loans in the related Loan Group as of the first day
      of
      the related Due Period (after giving effect to Principal Prepayments received
      during the Prepayment Period that ends during such Due Period) and the amount
      on
      deposit in the Pre-Funding Account in respect of that Loan Group as of the
      first
      day of such Due Period over the aggregate Certificate Principal Balance of
      the
      related Senior Certificates immediately prior to such Distribution Date,
      adjusted to an effective rate reflecting the accrual of interest on a 30/360
      basis.

     

    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.

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

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

     

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

     

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

     

    One-Month
      LIBOR:  With respect to any Accrual Period for the 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
      5.32000% 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.

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

     

     

    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 pursuant to clause
      (a) of the first sentence of Section 9.01.

     

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

     

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

     

    OTS:  The
      Office of Thrift Supervision.

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Overcollateralization
      Target Amount:  With respect to any Distribution Date (a) prior to
      the Stepdown Date, an amount equal to 1.45% of the sum of the aggregate Cut-off
      Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded Amount
      and (b) on or after the Stepdown Date, the greater of (i) an amount equal to
      2.90% of the aggregate Stated Principal Balance of the Mortgage Loans for the
      current Distribution Date and (ii) the OC Floor; provided, however, that if
      a
      Trigger Event is in effect on any Distribution Date, the Overcollateralization
      Target Amount will be the Overcollateralization Target Amount as in effect
      for
      the prior Distribution Date.

     

    Overcollateralized
      Amount:  With respect to any Distribution Date, the amount, if
      any, by which (x) the sum of the aggregate Stated Principal Balance of the
      Mortgage Loans for such Distribution Date and any amount on deposit in the
      Pre-Funding Account exceeds (y) the aggregate Certificate Principal Balance
      of
      the Interest-Bearing Certificates as of such Distribution Date (after giving
      effect to distribution of the Principal Remittance Amounts to be made on such
      Distribution Date and, in the case of the Distribution Date immediately
      following the end of the Funding Period, any amounts to be released from the
      Pre-Funding Account).

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Class

              	
                Pass-Through
                  Margin (1)

              	
                Pass-Through
                  Margin (2)

              
	
                Class
                  1-A-1                                                

              	
                0.170%

              	
                0.340%

              
	
                Class
                  1-A-2                                                

              	
                0.270%

              	
                0.540%

              
	
                Class
                  2-A-1                                                

              	
                0.060%

              	
                0.120%

              
	
                Class
                  2-A-2                                                

              	
                0.120%

              	
                0.240%

              
	
                Class
                  2-A-3                                                

              	
                0.190%

              	
                0.380%

              
	
                Class
                  2-A-4                                                

              	
                0.250%

              	
                0.500%

              
	
                Class
                  1-M-1                                                

              	
                0.300%

              	
                0.450%

              
	
                Class
                  2-M-1                                                

              	
                0.300%

              	
                0.450%

              
	
                Class
                  1-M-2                                                

              	
                0.320%

              	
                0.480%

              
	
                Class
                  2-M-2                                                

              	
                0.320%

              	
                0.480%

              
	
                Class
                  1-M-3                                                

              	
                0.350%

              	
                0.525%

              
	
                Class
                  2-M-3                                                

              	
                0.350%

              	
                0.525%

              
	
                Class
                  M-4                                                

              	
                0.470%

              	
                0.705%

              
	
                Class
                  M-5                                                

              	
                0.800%

              	
                1.200%

              
	
                Class
                  M-6                                                

              	
                1.250%

              	
                1.875%

              
	
                Class
                  M-7                                                

              	
                2.350%

              	
                3.525%

              
	
                Class
                  M-8                                                

              	
                2.350%

              	
                3.525%

              
	
                Class
                  M-9                                                

              	
                2.350%

              	
                3.525%

              


      

    

    


    
      	
              (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 the Fixed Rate
      Certificates, the lesser of (x) 7.000% per annum 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 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.

     

    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.

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Performance
      Certification:  As defined in Section 11.05.

     

    Permitted
      Investments:  At any time, any one or more of the following
      obligations and securities, each of which shall (i) have no stated maturity
      or
      (ii) mature no later than 60 days after acquisition:

     

    (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;

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

    Pool
      Tax Cap:  As defined in the Preliminary Statement.

     

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

     

    Pre-Funded
      Amount:  The amount deposited in the Pre-Funding Account on the
      Closing Date, which shall equal $9,771,592.24.

     

    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
      2007-11.”  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.

     

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Prepayment
      Charge:  With respect to any Mortgage Loan, the charges or
      premiums, if any, due in connection with a full or partial prepayment of such
      Mortgage Loan within the related Prepayment Charge Period in accordance with
      the
      terms thereof (other than any Master Servicer Prepayment Charge Payment
      Amount).

     

    Prepayment
      Charge Period:  With respect to any Mortgage Loan, the period of
      time during which a Prepayment Charge may be imposed.

     

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

     

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

     

    Prepayment
      Period:  As to any Distribution Date and related Due Date, the
      period beginning with the opening of business on the sixteenth day of the
      calendar month preceding the month in which such Distribution Date occurs (or,
      with respect to the first Distribution Date, the period beginning with the
      opening of business on June 2, 2007) and ending on the close of business on
      the
      fifteenth day of the month in which such Distribution Date occurs.

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

    Principal
      Reserve Fund:  The separate Eligible Account created and initially
      maintained by the Trustee pursuant to Section 3.08 in the name of the Trustee
      for the benefit of the Certificateholders and designated “The Bank of New York
      in trust for registered Holders of CWABS, Inc., Asset-Backed Certificates,
      Series 2007-11”.  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 B, Class C and Class P
      Certificates.

     

    Prospectus:  The
      prospectus dated April 26, 2007, relating to asset-backed securities to be
      sold
      by the Depositor.

     

    Prospectus
      Supplement:  The prospectus supplement dated June 28, 2007,
      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 is effected
      by
      the Master Servicer, the Stated Principal Balance) of the Mortgage Loan as
      of
      the date of such purchase, (ii) accrued interest thereon at the applicable
      Mortgage Rate (or, if such purchase is effected by the Master Servicer, at
      the
      Net Mortgage Rate) from (a) the date through which interest was last paid by
      the
      Mortgagor (or, if such purchase is effected by the Master Servicer, the date
      through which interest was last advanced and not reimbursed by the Master
      Servicer) to (b) the Due Date in the month in which the Purchase Price is to
      be
      distributed to Certificateholders and (iii) any costs, expenses and damages
      incurred by the Trust Fund resulting from any violation of any predatory or
      abusive lending law in connection with such Mortgage Loan.

     

     

    
      
        
        

      

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

     

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

     

    Rating
      Agency:  Each of Moody’s and S&P.  If any such
      organization or its successor is no longer in existence, “Rating Agency” shall
      be a nationally recognized statistical rating organization, or other comparable
      Person, identified as a “Rating Agency” in the Underwriter’s Exemption and
      designated by the Depositor, notice of which designation shall be given to
      the
      Trustee.  References herein to a given rating category of a Rating
      Agency shall mean such rating category without giving effect to any
      modifiers.  In addition, defined terms and provisions in this
      Agreement referring to a specific nationally recognized statistical rating
      organization by name or a defined term for that name shall be of no force or
      effect if such organization is not designated as a “Rating Agency” in the third
      preceding sentence.

     

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

     

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

     

     

    
      
        
        

      

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

     

    Relief
      Act:  The Servicemembers Civil Relief Act.

     

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

     

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

     

     

    
      
        
        

      

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

     

    Replacement
      Mortgage Loan:  A Mortgage Loan substituted by a Seller for a
      Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
      in a Request for File Release, (i) have a Stated Principal Balance, after
      deduction of the principal portion of the Scheduled Payment due in the month
      of
      substitution, not in excess of, and not less than 90% of the Stated Principal
      Balance of the Deleted Mortgage Loan; (ii) with respect to any Fixed Rate
      Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per annum
      higher than the Mortgage Rate of the Deleted Mortgage Loan and, with respect
      to
      any Adjustable Rate Mortgage Loan:  (a) have a Maximum Mortgage Rate
      no more than 1% per annum higher or lower than the Maximum Mortgage Rate of
      the
      Deleted Mortgage Loan; (b) have a Minimum Mortgage Rate no more than 1% per
      annum higher or lower than the Minimum Mortgage Rate of the Deleted Mortgage
      Loan; (c) have the same Index and intervals between Adjustment Dates as that
      of
      the Deleted Mortgage Loan; (d) have a Gross Margin not more than 1% per annum
      higher or lower than that of the Deleted Mortgage Loan; and (e) have an Initial
      Periodic Rate Cap and a Subsequent Periodic Rate Cap each not more than 1%
      lower
      than that of the Deleted Mortgage Loan; (iii) have the same or higher credit
      quality characteristics than that of the Deleted Mortgage Loan; (iv) be accruing
      interest at a rate not more than 1% per annum higher or lower than that of
      the
      Deleted Mortgage Loan; (v) have a Loan-to-Value Ratio no higher than that of
      the
      Deleted Mortgage Loan; (vi) have a remaining term to maturity not greater than
      (and not more than one year less than) that of the Deleted Mortgage Loan; (vii)
      not permit conversion of the Mortgage Rate from a fixed rate to a variable
      rate
      or vice versa; (viii) provide for a Prepayment Charge on terms substantially
      similar to those of the Prepayment Charge, if any, of the Deleted Mortgage
      Loan;
      (ix) have the same occupancy type and lien priority as the Deleted Mortgage
      Loan; (x) be covered by the Mortgage Insurance Policy if the Deleted Mortgage
      Loan was covered by the Mortgage Insurance Policy and (xi) comply with each
      representation and warranty set forth in Section 2.03 as of the date of
      substitution; provided, however, that notwithstanding the foregoing, to the
      extent that compliance with clause (xi) of this definition would cause a
      proposed Replacement Mortgage Loan to fail to comply with one or more of clauses
      (i), (ii), (iv), (viii) and/or (ix) of this definition, then such proposed
      Replacement Mortgage Loan must comply with clause (xi) and need not comply
      with
      one or more of clauses (i), (ii), (iv), (viii) and/or (ix), to the extent,
      and
      only to the extent, necessary to assure that the Replacement Mortgage Loan
      otherwise complies with clause (xi).

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

    (e)           any
      amendment to this Agreement;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Required
      Carryover Reserve Fund Deposit:  With respect to any Distribution
      Date, an amount equal to the excess of (i) $1,000 over (ii) the amount of funds
      on deposit in the Carryover Reserve Fund after all other deposits and
      withdrawals from such account on such Distribution Date.

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    Sarbanes-Oxley
      Certification:  As defined in Section 11.05.

     

    Scheduled
      Payment:  With respect to any Mortgage Loan, the scheduled monthly
      payment of principal and/or interest due on any Due Date on such Mortgage Loan
      which is payable by the related Mortgagor from time to time under the related
      Mortgage Note, determined: (a) after giving effect to (i) any Deficient
      Valuation and/or Debt Service Reduction 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.

     

    Seller
      Interest Shortfall Payment:  With respect to any Initial Mortgage
      Loan that does not have a first payment date on or before the Due Date in the
      month of the first Distribution Date or any Subsequent Mortgage Loan that does
      not have a first payment date on or before the Due Date in the month immediately
      following the related Subsequent Transfer Date, an amount equal to one month’s
      interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal
      Balance of that Mortgage Loan.

     

    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.

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Servicing
      Fee:  As to each Mortgage Loan and any Distribution Date, an
      amount equal to one month’s interest at the related 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 related Servicing
      Fee
      Rate on the Stated Principal Balance of such Mortgage Loan for the period
      covered by such payment of interest.

     

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

     

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

     

    Sixty-Day
      Delinquency Rate:  With respect to any Distribution Date on or
      after the Stepdown Date, a fraction, expressed as a percentage, the numerator
      of
      which is the aggregate Stated Principal Balance for such Distribution Date
      of
      all Mortgage Loans 60 or more days delinquent as of the close of business on
      the
      last day of the calendar month preceding such Distribution Date (including
      Mortgage Loans in foreclosure, bankruptcy and REO Properties) and the
      denominator of which is the aggregate Stated Principal Balance for such
      Distribution Date of all Mortgage Loans.

     

    Stated
      Principal Balance:  With respect to any Mortgage Loan or related
      REO Property (i) as of the Cut-off Date, the unpaid principal balance of the
      Mortgage Loan as of such 

     

     

    
      
        
        

      

      
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    date
      (before any adjustment to the amortization schedule for any moratorium or
      similar waiver or grace period), after giving effect to any partial prepayments
      or Liquidation Proceeds received prior to such date and to the payment of
      principal due on or prior to such date and irrespective any delinquency in
      payment by the related Mortgagor, and (ii) as of any other Distribution Date,
      the Stated Principal Balance of the Mortgage Loan as of its Cut-off Date, minus
      the sum of (a) the principal portion of the Scheduled Payments (x) due with
      respect to such Mortgage Loan during each Due Period ending prior to such
      Distribution Date and (y) that were received by the Master Servicer as of the
      close of business on the Determination Date related to such Distribution Date
      or
      with respect to which Advances were made as of the Master Servicer Advance
      Date
      related to such Distribution Date, (b) all Principal Prepayments with respect
      to
      such Mortgage Loan received by the Master Servicer during each Prepayment Period
      ending prior to such Distribution Date, (c) all Liquidation Proceeds collected
      with respect to such Mortgage Loan during each Due Period ending prior to such
      Distribution Date, to the extent applied by the Master Servicer as recoveries
      of
      principal in accordance with Section 3.12 and (d) any Realized Loss previously
      incurred in connection with a Deficient Valuation.  The Stated
      Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan
      will be zero on each date following the Due Period in which such Mortgage Loan
      becomes a Liquidated Mortgage Loan.  References herein to the Stated
      Principal Balance of the Mortgage Loans at any time shall mean the aggregate
      Stated Principal Balance of all Mortgage Loans in the Trust Fund as of such
      time, and references herein to the Stated Principal Balance of a Loan Group
      at
      any time shall mean the aggregate Stated Principal Balance of all Mortgage
      Loans
in such Loan Group at such time.

     

    Stepdown
      Date:  The earlier to occur of (a) the Distribution Date following
      the Distribution Date on which the aggregate Certificate Principal Balance
      of
      the Senior Certificates is reduced to zero, and (b) the later to occur of (x)
      the Distribution Date in July 2010 and (y) the first Distribution Date on which
      the aggregate Certificate Principal Balance of the Senior Certificates (after
      calculating anticipated distributions on such Distribution Date) is less than
      or
      equal to 62.60% of the aggregate Stated Principal Balance of the Mortgage Loans
      for such Distribution Date.

     

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              
                Stepdown
                  Target Subordination Percentage

              

            
	
              Class
                M-1                                                   

            	
              27.40%

            
	
              Class
                M-2                                                   

            	
              19.40%

            
	
              Class
                M-3                                                   

            	
              17.20%

            
	
              Class
                M-4                                                   

            	
              14.60%

            
	
              Class
                M-5                                                   

            	
              12.20%

            
	
              Class
                M-6                                                   

            	
              10.70%

            
	
              Class
                M-7                                                   

            	
              8.60%

            
	
              Class
                M-8                                                   

            	
              7.10%

            
	
              Class
                M-9                                                   

            	
              4.90%

            
	
              Class
                B                                                   

            	
              2.90%

            


    

     

    For
      the
      purposes of the definition of “Stepdown Target Subordination Percentage”, (i)
      the Class 1-M-1 and Class 2-M-1 Certificates will be treated as a single Class
      of Certificates having a Certificate Principal Balance equal to the aggregate
      Certificate Principal Balance of the Class 1-M-1 and Class 2-M-1 Certificates,
      (ii) the Class 1-M-2 and Class 2-M-2 Certificates will be treated as a single
      Class of Certificates having a Certificate Principal Balance equal to the
      aggregate Certificate Principal Balance of the Class 1-M-2 and Class 2-M-2
      Certificates, and (iii) the Class 1-M-3 and Class 2-M-3 Certificates will be
      treated as a single Class of Certificates having a Certificate Principal Balance
      equal to the aggregate Certificate Principal Balance of the Class 1-M-3 and
      Class 2-M-3 Certificates.

     

    Strip
      REMIC:  As defined in the Preliminary Statement.

     

    Strip
      REMIC Cap:  As defined in the Preliminary Statement.

     

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

     

    Subordinate
      Certificates:  The Class 1-M-1, Class 2-M-1, Class 1-M-2, Class
      2-M-2, Class 1-M-3, Class 2-M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8, Class M-9 and Class B Certificates.

     

    Subordinate
      Class Principal Distribution Amount:  With respect to any
      Distribution Date and any Class of Subordinate Certificates, the excess of
      (1)
      the sum of (a) the aggregate Certificate Principal Balance of the Class A
      Certificates (after taking into account distribution of the Class 1-A Principal
      Distribution Amount and the Class 2-A Principal Distribution Amount for such
      Distribution Date), (b) the aggregate Certificate Principal Balance of any
      Classes of Subordinate Certificates that are senior to the subject Class (in
      each case, after taking into account distribution of the Subordinate Class
      Principal Distribution Amount(s) for such senior Class(es) of Certificates
      for
      such Distribution Date) and (c) the Certificate Principal Balance of the subject
      Class of Subordinate Certificates immediately prior to such Distribution Date
      over (2) the lesser of (a) the product of (x) 100% minus the Stepdown Target
      Subordination Percentage for the subject Class of Certificates and (y) the
      aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
      Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans for
      such Distribution Date minus the OC Floor; provided, however, that if such
      Class
      of Subordinate Certificates is the only Class of Subordinate Certificates
      outstanding on such Distribution Date, that Class will be entitled to receive
      the entire remaining Principal Distribution Amount for Loan Group 1 and Loan
      Group 2 until the Certificate Principal Balance thereof is reduced to
      zero.  For the purposes of the definition of “Subordinate Class
      Principal Distribution Amount”, (i) the Class 1-M-1 and Class 2-M-1 Certificates
      will be treated as a single class of Certificates having a Certificate Principal
      Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-1
      and Class 2-M-1 Certificates, (ii) the Class 1-M-2 and Class 2-M-2 Certificates
      will be treated as a single class of Certificates having a Certificate Principal
      Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-2
      and Class 2-M-2 Certificates and (iii) the Class 1-M-3 and Class 2-M-3
      Certificates will be treated as a single class of Certificates having a
      Certificate Principal Balance equal to the aggregate Certificate Principal
      Balance of the Class 1-M-3 and Class 2-M-3 Certificates.

     

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

    Subsequent
      Mortgage Loan:  Any Mortgage Loan conveyed to the Trustee on a
      Subsequent Transfer Date, and listed on the related supplement to the 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.

     

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

     

     

    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 supplement to the Mortgage Loan Schedule delivered pursuant to Section
      2.01(f) and (ii) the amount on deposit in the Pre-Funding Account.

     

    Subservicer:  As
      defined in Section 3.02(a).

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Swap
      Contract Termination Date:  The Distribution Date in June
      2015.

     

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

     

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

     

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

     

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

     

    Swap
      Trust:  The trust fund established by Section 4.09.

     

    Swap
      Trustee:  The Bank of New York, a New York banking corporation,
      not in its individual capacity, but solely in its capacity as swap trustee
      for
      the benefit of the Holders of the Adjustable Rate 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 swap trustee as may from
      time
      to time be serving as successor swap trustee hereunder.

     

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

     

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

     

    Termination
      Price:  As defined in Section 9.01.

     

    Terminator:  As
      defined in Section 9.01.

     

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

     

     

    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 2007-5, 72 Fed. Reg.
      13130 (2007), as amended (or any successor thereto), or any substantially
      similar administrative exemption granted by the U.S. Department of
      Labor.

     

    Underwriters:  Countrywide
      Securities Corporation, HSBC Securities (USA) Inc. and Merrill Lynch, Pierce,
      Fenner & Smith Incorporated.

     

    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(i).

     

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

     

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

     

    
      	
              Section
                1.02         
                 

            	
              Certain
                Interpretive Provisions.

            


    

     

    All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      certificate, agreement or other document delivered pursuant hereto unless
      otherwise defined therein. For purposes of this Agreement and all such
      certificates and other documents, unless the context otherwise requires: (a)
      accounting terms not otherwise defined in this Agreement, and accounting terms
      partly defined in this Agreement to the extent not defined, shall have the
      respective meanings given to them under generally accepted accounting
      principles; (b) the words “hereof,” “herein” and “hereunder” and words of
      similar import refer to this Agreement (or the certificate, agreement or other
      document in which they are used) as a whole and not to any particular provision
      of this Agreement (or such certificate, agreement or document); (c) references
      to any Section, Schedule or Exhibit are references to Sections, Schedules and
      Exhibits in or to this Agreement, and references to any paragraph, subsection,
      clause or other subdivision within any Section or definition refer to such
      paragraph, subsection, clause or other subdivision of such Section or
      definition; (d) the term “including” means “including without limitation”; (e)
      references to any law or regulation refer to that law or regulation as amended
      from time to time and include any successor law or regulation; (f) references
      to
      any agreement refer to that agreement as amended from time to time; (g)
      references to any Person include that Person’s permitted successors and assigns;
      and (h) a Mortgage Loan is “30 days delinquent” if a Scheduled Payment has not
      been received by the close of business on the Due Date on which the next
      Scheduled Payment is due.  Similarly for “60 days delinquent,” “90
      days delinquent” and so on.  Unless otherwise provided in this
      Agreement, the determination as to whether a Mortgage Loan falls into a
      delinquency category shall be made as of the close of business on the last
      day
      of each month prior to the date of determining the delinquency.

     

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

     

     

    ARTICLE
      II.

    CONVEYANCE
      OF MORTGAGE LOANS;

    REPRESENTATIONS
      AND WARRANTIES

     

    
      	
              Section
                2.01         
                 

            	
              Conveyance
                of Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    (6)  no
      Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or
      more days delinquent as of the related Cut-off Date;

     

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

     

    


     

    
      	
              Loan
                Group 1

            	 	 	 
	
              
                Characteristic

              

            	 	
              
                Value

              

            	
              
                Permitted
                  Variance

              

            
	
              Weighted
                Average Mortgage Rate

            	
              8.598%

            	
              ±0.10%

            
	
              Weighted
                Average Original Loan-to-Value Ratio

            	
              75.49%

            	
              ±3.00%

            
	
              Weighted
                Average Credit Bureau Risk Score

            	
              589
                points

            	
              ±5
                points

            
	
              Percentage
                Originated under CHL’s Full Documentation Program

            	
              76.85%

            	
              ±3.00%

            
	
              Weighted
                Average Gross Margin of Adjustable Rate Mortgage Loans

            	
              6.369%

            	
              ±0.10%

            


    

    


    
      	
              Loan
                Group 2

            	 	 	 
	
              
                Characteristic

              

            	 	
              
                Value

              

            	
              
                Permitted
                  Variance

              

            
	
              Weighted
                Average Mortgage Rate

            	
              8.588%

            	
              ±0.10%

            
	
              Weighted
                Average Original Loan-to-Value Ratio

            	
              75.08%

            	
              ±3.00%

            
	
              Weighted
                Average Credit Bureau Risk Score

            	
              598
                points

            	
              ±5
                points

            
	
              Percentage
                Originated under CHL’s Full Documentation Program

            	
              76.87%

            	
              ±3.00%

            
	
              Weighted
                Average Gross Margin of Adjustable Rate Mortgage Loans

            	
              6.399%

            	
              ±0.10%

            


    

    


     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    (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 supplement to the 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) (which such Officer’s
      Certificate shall set forth the Subsequent Transfer Date Transfer Amount and
      Capitalized Interest Release Amount, if any, for such Subsequent Transfer Date),
      the Trustee shall remit to CHL (on behalf of CHL and the other Sellers) the
      Subsequent Transfer Date Transfer Amount from such funds that were set aside
      in
      the Pre-Funding Account pursuant to Section 2.01(d) and shall distribute any
      Capitalized Interest Release Amount for such Subsequent Transfer Date to the
      order of CHL.  The positive difference, if any, between the Subsequent
      Transfer Date Transfer Amount and the Subsequent Transfer Date Purchase Amount
      shall be re-invested by the Trustee in the Pre-Funding Account.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

     

     

    (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 2007-11, CWABS,
      Inc., by The Bank of New York, a New York banking corporation, as trustee under
      the Pooling and Servicing Agreement dated as of June 1, 2007, without recourse”
or a copy of such assignment, with recording information, (each such assignment,
      when duly and validly completed, to be in recordable form and sufficient to
      effect the assignment of and transfer to the assignee thereof, under the
      Mortgage to which such assignment relates);

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

     

     

     

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

     

    In
      the
      event that in connection with any Mortgage Loan that is not a MERS Mortgage
      Loan
      a Seller cannot deliver the original recorded Mortgage or all interim recorded
      assignments of the Mortgage satisfying the requirements of clause (ii), (iii)
      or
      (iv) concurrently with the execution and delivery hereof, such Seller shall
      deliver or cause to be delivered to the Co-Trustee a true copy of such Mortgage
      and of each such undelivered interim assignment of the Mortgage each certified
      by such Seller, the applicable title company, escrow agent or attorney, or
      the
      originator of such Mortgage, as the case may be, to be a true and complete
      copy
      of the original Mortgage or assignment of Mortgage submitted for
      recording.  For any such Mortgage Loan that is not a MERS Mortgage
      Loan each Seller shall promptly deliver or cause to be delivered to the
      Co-Trustee such original Mortgage and such assignment or assignments with
      evidence of recording indicated thereon upon receipt thereof from the public
      recording official, or a copy thereof, certified, if appropriate, by the
      relevant recording office, but in no event shall any such delivery be made
      later
      than 270 days following the Closing Date; provided that in the event that by
      such date such Seller is unable to deliver or cause to be delivered each such
      Mortgage and each interim assignment by reason of the fact that any such
      documents have not been returned by the appropriate recording office, or, in
      the
      case of each interim assignment, because the related Mortgage has not been
      returned by the appropriate recording office, such Seller shall deliver or
      cause
      to be delivered such documents to the Co-Trustee as promptly as possible upon
      receipt thereof.  If the public recording office in which a Mortgage
      or interim assignment thereof is recorded retains the original of such Mortgage
      or assignment, a copy of the original Mortgage or assignment so retained, with
      evidence of recording thereon, certified to be true and complete by such
      recording office, shall satisfy a Seller’s obligations in Section
      2.01.  If any document submitted for recording pursuant to this
      Agreement is (x) lost prior to recording or rejected by the applicable recording
      office, the applicable Seller shall immediately prepare or cause to be prepared
      a substitute and submit it for recording, and shall deliver copies and originals
      thereof in accordance with the foregoing or (y) lost after recording, the
      applicable Seller shall deliver to the Co-Trustee a copy of such document
      certified by the applicable public recording office to be a true and complete
      copy of the original recorded document.  Each Seller shall promptly
      forward or cause to be forwarded to the Co-Trustee (x) from time to time
      additional original documents evidencing an assumption or modification of a
      Mortgage Loan and (y) any other documents required to be delivered by the
      Depositor or the Master Servicer to the Co-Trustee within the time periods
      specified in this Section 2.01.

     

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

     

     

    With
      respect to each Mortgage Loan other than a MERS Mortgage Loan as to which the
      related Mortgaged Property and Mortgage File are located in any jurisdiction
      under the laws of which the recordation of the assignment specified in clause
      (iii) above is not necessary to protect the Trustee’s and the
      Certificateholders’ interest in the related Mortgage Loan, as evidenced by an
      Opinion of Counsel delivered by CHL to the Trustee within 90 days of the Closing
      Date (which opinion may be in the form of a “survey” opinion and is not required
      to be delivered by counsel admitted to practice law in the jurisdiction as
      to
      which such opinion applies), in lieu of recording the assignment specified
      in
      clause (iii) above, the applicable Seller may deliver an unrecorded assignment
      in blank, in form otherwise suitable for recording to the Co-Trustee; provided
      that if the related Mortgage has not been returned from the applicable public
      recording office, such assignment, or any copy thereof, of the Mortgage may
      exclude the information to be provided by the recording office.  As to
      any Mortgage Loan other than a MERS Mortgage Loan, the procedures of the
      preceding sentence shall be applicable only so long as the related Mortgage
      File
      is maintained in the possession of the Co-Trustee in the State or jurisdiction
      described in such sentence.  In the event that with respect to
      Mortgage Loans other than MERS Mortgage Loans (I) any Seller, the Depositor,
      the
      Master Servicer or the NIM Insurer gives written notice to the Trustee that
      recording is required to protect the right, title and interest of the Trustee
      on
      behalf of the Certificateholders in and to any Mortgage Loan, (II) a court
      recharacterizes any sale of the Mortgage Loans as a financing, or (III) as
      a
      result of any change in or amendment to the laws of the State or jurisdiction
      described in the first sentence of this paragraph or any applicable political
      subdivision thereof, or any change in official position regarding application
      or
      interpretation of such laws, including a holding by a court of competent
      jurisdiction, such recording is so required, the Co-Trustee shall complete
      the
      assignment in the manner specified in clause (iii) above and CHL shall submit
      or
      cause to be submitted for recording as specified above or, should CHL fail
      to
      perform such obligations, the Trustee shall cause the Master Servicer, at the
      Master Servicer’s expense, to cause each such previously unrecorded assignment
      to be submitted for recording as specified above.  In the event a
      Mortgage File is released to the Master Servicer as a result of the Master
      Servicer’s having completed a Request for Document Release, the Trustee shall
      complete the assignment of the related Mortgage in the manner specified in
      clause (iii) above.

     

    So
      long
      as the Co-Trustee or its agent maintains an office in the State of California,
      the Co-Trustee or its agent shall maintain possession of and not remove or
      attempt to remove from the State of California any of the Mortgage Files as
      to
      which the related Mortgaged Property is located in such State.  In the
      event that a Seller fails to record an assignment of a Mortgage Loan as herein
      provided within 90 days of notice of an event set forth in clause (I), (II)
      or
      (III) of the preceding paragraph, the Master Servicer shall prepare and, if
      required hereunder, 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.

     

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      	
              Section
                2.02        
                  

            	
              Acceptance
                by Trustee of the Mortgage
                Loans.

            


    

     

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

     

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

    
      	
              Section
                2.03          

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

            


    

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    (8)  With
      respect to each Mortgage Loan in Loan Group 1, the Master Servicer has fully
      furnished and will fully furnish 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 and in accordance with the Fair Credit Reporting Act and
      its
      implementing regulations.

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    (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 the Mortgage Loan Schedule (other than the information
      related to clauses (xxi), (xxii) and (xxiii) of the definition of Mortgage
      Loan
      Schedule) with respect to each Initial Mortgage Loan is true and correct in
      all
      material respects as of the Closing Date.

     

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

     

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

     

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

     

    (11)  Each
      Mortgage Loan is secured by a valid and enforceable first lien on the related
      Mortgaged Property subject only to (1) the lien of non-delinquent current real
      property taxes and assessments, (2) covenants, conditions and restrictions,
      rights of way, easements and other matters of public record as of the date
      of
      recording of 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.

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

    (37)  At
      the
      Cut-off Date, the improvements upon each Mortgaged Property are covered by
      a
      valid and existing hazard insurance policy with a generally acceptable carrier
      that provides for fire and extended coverage and coverage for such other hazards
      as are customary in the area where the Mortgaged Property is located in an
      amount that is at least equal to the lesser of (i) the maximum insurable value
      of the improvements securing such Mortgage Loan or (ii) the greater of (a)
      the
      outstanding principal balance of the Mortgage Loan and (b) an amount such that
      the proceeds of such policy shall be sufficient to prevent the Mortgagor and/or
      the mortgagee from becoming a co-insurer.  If the Mortgaged Property
      is a condominium unit, it is included under the coverage afforded by a blanket
      policy for the condominium unit.  All such individual insurance
      policies and all flood policies referred to in item (38) below contain a
      standard mortgagee clause naming the applicable Seller or the original
      mortgagee, and its successors in interest, as mortgagee, and the applicable
      Seller has received no notice that any premiums due and payable thereon have
      not
      been paid; the Mortgage obligates the Mortgagor thereunder to maintain all
      such
      insurance, including flood insurance, at the Mortgagor’s cost and expense, and
      upon the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to
      obtain and maintain such insurance at the Mortgagor’s cost and expense and to
      seek reimbursement therefor from the Mortgagor.

     

    (38)  If
      the
      Mortgaged Property is in an area identified in the Federal Register by the
      Federal Emergency Management Agency as having special flood hazards, 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.

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  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.

     

    (ii)  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).

     

     

    
      
        
        

      

      
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    (iii)  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.

     

    (iv)  Each
      Mortgage Loan in Loan Group 1 is in compliance with the anti-predatory lending
      eligibility for purchase requirements of Fannie Mae’s Selling
      Guide;

     

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

     

    (vi)  Each
      Mortgage Loan in Loan Group 1 at the time it was made complied in all material
      respects with applicable local, state, and federal laws, including, but not
      limited to, all applicable predatory and abusive lending laws;

     

    (vii)  No
      Mortgage Loan in Loan Group 1 is a “High-Cost Home Loan” as defined in the
      Georgia Fair Lending Act, as amended (the “Georgia Act”).   No
      Mortgage Loan in Loan Group 1 subject to the Georgia Act and secured by owner
      occupied real property or an owner occupied manufactured home located in the
      State of Georgia was originated (or modified) on or after October 1, 2002
      through and including March 6, 2003;

     

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

     

    (ix)  No
      Mortgage Loan in Loan Group 1 is a “High-Cost Home Loan” as defined in the
      Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 of
      2003);

     

    (x)  No
      Mortgage Loan in Loan Group 1 is a “High-Cost Home Loan” as defined in the
      Kentucky high-cost home loan statute effective June 24, 2003 (Ky. Rev. Stat.
      Section 360.100);

     

    (xi)  No
      Mortgage Loan in Loan Group 1 is a “High-Cost Home Loan” as defined in the New
      Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
      seq.);

     

    (xii)  No
      Mortgage Loan in Loan Group 1 is a “High-Cost Home Loan” as defined in the New
      Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann.
§§
58-21A-1 et seq.);

     

    (xiii)  No
      Mortgage Loan in Loan Group 1 is a “High-Risk Home Loan” as defined in the
      Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp.
      Stat.
      137/1 et seq.);

     

    
      
        
        

      

      
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    (xiv)  No
      Mortgage Loan in Loan Group 1 is a “High-Cost Home Mortgage Loan” as defined in
      the Massachusetts Predatory Home Loan Practices Act, effective November 7,
      2004
      (Mass. Ann. Laws Ch. 183C);

     

    (xv)  No
      Mortgage Loan in Loan Group 1 is a “High Cost Home Loan” as defined in the
      Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Ann.
      Sections 24-9-1 through 24-9-9);

     

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

     

    (xvii)  No
      borrower related to a Mortgage Loan in Loan Group 1 was encouraged or required
      to select a Mortgage Loan product offered by the Mortgage Loan’s originator
      which is a higher cost product designed for less creditworthy borrowers, unless
      at the time of such Mortgage Loan’s origination, such borrower did not qualify
      taking into account credit history and debt-to-income ratios for a lower-cost
      credit product then offered by such Mortgage Loan’s originator or any affiliate
      of the Mortgage Loan’s originator.  If, at the time of loan
      application, the borrower may have qualified for a lower-cost credit product
      then offered by any mortgage lending affiliate of the Mortgage Loan’s
      originator, the Mortgage Loan’s originator referred the borrower’s application
      to such affiliate for underwriting consideration;

     

    (xviii)  The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      in Loan Group 1 employs objective mathematical principles which relate the
      borrower’s income, assets and liabilities to the proposed payment and such
      underwriting methodology does not rely on the extent of the borrower’s equity in
      the collateral as the principal determining factor in approving such credit
      extension.  Such underwriting methodology confirmed that at the time
      of origination (application/approval) the borrower had a reasonable ability
      to
      make timely payments on such Mortgage Loan;

     

    (xix)  With
      respect to any Mortgage Loan in Loan Group 1 that contains a provision
      permitting imposition of a premium upon a prepayment prior to maturity: (i)
      prior to the loan’s origination, the borrower agreed to such premium in exchange
      for a monetary benefit, including but not limited to a rate or fee reduction,
      (ii) prior to the loan’s origination, the borrower was offered the option of
      obtaining a mortgage loan that did not require payment of such a premium, (iii)
      the prepayment premium is disclosed to the borrower in the loan documents
      pursuant to applicable state and federal law, (iv) for loans originated on
      or
      after September 1, 2004, the duration of the prepayment period shall not exceed
      three (3)years from the date of the note, unless the loan was modified to reduce
      the prepayment period to no more than three years from the date of the note
      and
      the borrower was notified in writing of such reduction in prepayment period,
      and
      (v) notwithstanding any state or federal law to the contrary, the Master
      Servicer shall not impose such prepayment premium in any instance when the
      mortgage debt is accelerated as the result of the borrower’s default in making
      the loan payments;

     

     

    
      
        
        

      

      
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    (xx)  No
      borrower related to a Mortgage Loan in Loan Group 1 was required to purchase
      any
      credit, life, disability, accident or health insurance product as a condition
      of
      obtaining the extension of credit.  No borrower related to a Mortgage
      Loan in Loan Group 1 obtained a prepaid single-premium credit, life, disability,
      accident or health insurance policy in connection with the origination of the
      Mortgage Loan in Loan Group 1; No proceeds from any Mortgage Loan in Loan Group
      1 were used to purchase single premium credit insurance policies as part of
      the
      origination of, or as a condition to closing, such Mortgage Loan;

     

    (xxi)  All
      points and fees related to each Mortgage Loan in Loan Group 1 were disclosed
      in
      writing to the borrower in accordance with applicable state and federal law
      and
      regulation.  Except in the case of a Mortgage Loan in Loan Group 1 in
      an original principal amount of less than $60,000 which would have resulted
      in
      an unprofitable origination, no borrower was charged “points and fees” (whether
      or not financed) in an amount greater than 5% of the principal amount of such
      loan, such 5% limitation is calculated in accordance with Fannie Mae’s
      anti-predatory lending requirements as set forth in the Fannie Mae Selling
      Guide;

     

    (xxii)  All
      fees
      and charges (including finance charges) and whether or not financed, assessed,
      collected or to be collected in connection with the origination and servicing
      of
      each Mortgage Loan in Loan Group 1 has been disclosed in writing to the borrower
      in accordance with applicable state and federal law and regulation;
      and

     

    (xxiii)  The
      Master Servicer will transmit full-file credit reporting data for each Mortgage
      Loan pursuant to Fannie Mae Guide Announcement 95-19 and that for each Mortgage
      Loan, Master Servicer agrees it shall  report one of the following
      statuses each month as follows: new origination, current, delinquent (30-,
      60-,
      90-days, etc.), foreclosed, or charged-off.

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (e)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(a) through (d) that materially and adversely
      affects the interests of the Certificateholders in any Mortgage Loan, the party
      discovering such breach shall give prompt notice thereof to the other parties
      and the NIM Insurer.  Each of the Master Servicer and the Sellers
      (each, a “Representing Party”) hereby covenants with respect to the
      representations and warranties set forth in Sections 2.03(a) through (d) that
      within 90 days of the earlier of the discovery by such Representing Party or
      receipt of written notice by such Representing Party from any party of a breach
      of any representation or warranty set forth herein made that materially and
      adversely affects the interests of the Certificateholders in any Mortgage Loan,
      it shall cure such breach in all material respects and, if such breach is not
      so
      cured, shall, (i) if such 90-day period expires prior to the second anniversary
      of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from
      the Trust Fund and substitute in its place a Replacement Mortgage Loan, in
      the
      manner and subject to the conditions set forth in this Section; or (ii)
      repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at
      the
      Purchase Price in the manner set forth below; provided that (a) any such
      substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
      not be effected prior to the delivery to the Trustee of the Opinion of Counsel
      required by Section 2.05 hereof, (b) any such substitution pursuant to (i)
      above
      shall not be effected prior to the additional delivery to the Trustee of a
      Request for File Release and (c) any such substitution pursuant to (i) above
      shall include a payment by the applicable Representing Party of any amount
      as
      calculated under item (iii) of the definition of “Purchase
      Price”.  Any Representing Party liable for a breach under this Section
      2.03 shall promptly reimburse the Master Servicer or the Trustee for any
      expenses reasonably incurred by the Master Servicer or the Trustee in respect
      of
      enforcing the remedies for such breach.  To enable the Master Servicer
      to amend the Mortgage Loan Schedule, any Representing Party liable for a breach
      under this Section 2.03 shall, unless it cures such breach in a timely fashion
      pursuant to this Section 2.03, promptly notify the Master Servicer whether
      such
      Representing Party intends either to repurchase, or to substitute for, the
      Mortgage Loan affected by such breach.  With respect to the
      representations and warranties described in this Section that are made to the
      best of the Representing Party’s knowledge, if it is discovered by any of the
      Depositor, the Master Servicer, the Sellers or the Trustee that the substance
      of
      such representation and warranty is inaccurate and such inaccuracy materially
      and adversely affects the value of the related Mortgage Loan, notwithstanding
      the Representing Party’s lack of knowledge with respect to the substance of such
      representation or warranty, such inaccuracy shall be deemed a breach of the
      applicable representation or warranty.  Any breach of a representation
      set forth in Section 2.03(a)(8) or Section 2.03(b)(77) shall be deemed to
      materially and adversely affect the Certificateholders.

     

     

    
      
        
        

      

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

     

     

    
      
        
        

      

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

     

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

     

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

     

     

    
      
        
        

      

      
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              Section
                2.04          

            	
              Representations
                and Warranties of the
                Depositor.

            


    

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

    
      	
              Section
                2.05  

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

            


    

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the
      Representing Party making such repurchase or substitution delivers to the
      Trustee an Opinion of Counsel (which such Representing Party shall use
      reasonable efforts to obtain), addressed to the Trustee to the effect that
      such
      repurchase or substitution would not (i) result in the imposition of the tax
      on
“prohibited transactions” of the Trust Fund or contributions after the Closing
      Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively
      or
      (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC at any
      time
      that any Certificates are outstanding.  Any Mortgage Loan as to which
      repurchase or substitution was delayed pursuant to this paragraph shall be
      repurchased or the substitution therefor shall occur (subject to compliance
      with
      Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default
      or imminent default with respect to such loan and (b) receipt by the Trustee
      of
      an Opinion of Counsel to the effect that such repurchase or substitution, as
      applicable, will not result in the events described in clause (i) or clause
      (ii)
      of the preceding sentence.

     

     

    
      
        
        

      

      
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    (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.

     

    ARTICLE
      III.

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

     

    
      	
              Section
                3.01         
                 

            	
              Master
                Servicer to Service Mortgage
                Loans.

            


    

     

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

     

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

     

     

    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.

     

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    In
      addition, the Master Servicer shall administer the Mortgage Insurance Policy
      on
      behalf of itself, the Sellers, the Depositor and the Trustee for the benefit
      of
      the Certificateholders, when it is necessary to make claims and receive payments
      under the Mortgage Insurance Policy.  In connection with its
      activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees
      to present, on behalf of itself, the Trustee and the Certificateholders, claims
      to the insurer under any primary insurance policies and, in this regard, to
      take
      any reasonable action necessary to permit recovery under any primary insurance
      policies respecting defaulted Mortgage Loans. Any amounts collected by the
      Master Servicer under any primary insurance policies shall be deposited in
      the
      Certificate Account.

     

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

     

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

     

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                3.02        
 

            	
              Subservicing;
                Enforcement of the Obligations of Master
                Servicer.

            


    

     

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

     

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

     

    
      	
              Section
                3.03        
                  

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

            


    

     

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

     

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              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.

     

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              Section
                3.05        
 

            	
              Collection
                of Mortgage Loan Payments; Certificate Account; Distribution Account;
                Pre-Funding Account; Capitalized Interest
                Account.

            


    

     

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

     

    (b)  The
      Master Servicer shall establish and maintain a Certificate Account into which
      the Master Servicer shall deposit or cause to be deposited on a daily basis
      within two Business Days of receipt (or, if (i) the current short-term credit
      rating of CHL from S&P is reduced below “A-2” or, if CHL does not have a
      short-term credit rating from S&P, the current long-term credit rating of
      CHL from S&P is reduced below “BBB+”, (ii) the current long-term credit
      rating of CHL from Moody’s is reduced below “A3” or (iii) the current long-term
      credit rating of CHL from Fitch is reduced below “A-”, the Master Servicer shall
      deposit or cause to be deposited on a daily basis within one Business Day 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;

     

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    (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 and Subsequent Recoveries;

     

    (4)  all
      Liquidation Proceeds, 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(f) in connection with any losses on Permitted Investments;

     

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

     

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

     

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

     

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

     

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

     

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

     

    No
      later
      than 1:00 p.m. Pacific time on the Master Servicer Advance Date in the month
      of
      the first Distribution Date and in the month immediately following any
      Subsequent Transfer Date, CHL shall remit to the Master Servicer, and the Master
      Servicer shall deposit in the Certificate Account, the Seller Interest Shortfall
      Payments (if any) for the related Distribution Date.

     

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    (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(f) in connection with any losses on Permitted Investments.

     

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

     

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

     

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

     

    (e)  If
      the
      Capitalized Interest Deposit is greater than zero, the Trustee shall establish
      and maintain, on behalf of the Certificateholders, the Capitalized Interest
      Account.  On the Closing Date, CHL shall remit the Capitalized
      Interest Deposit to the Trustee for deposit in the Capitalized Interest
      Account.  On each Distribution Account Deposit Date related to a
      Funding Period Distribution Date, the Trustee shall transfer from the
      Capitalized Interest Account to the Distribution Account an amount equal to
      the
      Capitalized Interest Requirement (which, to the extent required, may include
      investment earnings on amounts on deposit therein) for the related Distribution
      Date.

     

    On
      each
      Subsequent Transfer Date, upon satisfaction of the conditions for such
      Subsequent Transfer Date set forth in Section 2.01(e), the Trustee shall
      withdraw from the Capitalized Interest Account the Capitalized Interest Release
      Amount for such Subsequent Transfer Date and distribute such amount to the
      order
      of CHL.

     

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    If
      any
      funds remain in the Capitalized Interest Account at the end of the Distribution
      Account Deposit Date for the last Funding Period Distribution Date, the Trustee
      shall distribute any such remaining funds to the order of CHL on the last
      Funding Period Distribution Date.

     

    (f)  Each
      institution that maintains the Certificate Account, the Distribution Account,
      the Pre-Funding Account or the Capitalized Interest 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, the Pre-Funding Account and the Capitalized Interest
      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,
      Pre-Funding Account or Capitalized Interest 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,
      (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 and (iii) the Capitalized Interest
      Account, all income and gain net of any losses realized from any such investment
      on deposit therein shall be credited thereto.  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 or the Capitalized Interest Account in respect of any such investments
      shall be paid by CHL to the Trustee for deposit into the Pre-Funding Account
      or
      the Capitalized Interest Account, as applicable, out of CHL’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, the
      Pre-Funding Account or the Capitalized Interest Account and made in accordance
      with this Section 3.05.

     

    (g)  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, the Capitalized Interest
      Account or the Carryover Reserve Fund prior to any change thereof.

     

    (h)  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.

     

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

    (v)  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 (v) 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;

     

    (vi)  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;

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (iv)  to
      reimburse the Trustee for any unreimbursed Advances made by it pursuant to
      Section 4.01(d) hereof, such right of reimbursement pursuant to this 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)(iii) hereof;

     

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

     

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

     

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

     

    Mortgage
      Guaranty Insurance Corporation, Account #112663706, US Bank, 777 E. Wisconsin
      Ave., Milwaukee, Wisconsin 53201, ABA #075000022,
      Txt:  Attention:  Premium Pay – ID #3146444865 deal
      #2169.

     

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

     

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

     

    
      
        
        

      

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

     

    
      	
              Section
                3.09         
                 

            	
              [Reserved].

            


    

     

    
      	
              Section
                3.10        
                  

            	
              Maintenance
                of Hazard Insurance.

            


    

     

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

     

    
      	
              Section
                3.11         
                 

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

            


    

     

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

     

     

    
      
        
        

      

      
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    (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 

     

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

    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)  CHL
      is
      permitted to solicit Mortgagors for reductions to the Mortgage Rates of their
      respective Mortgage Loans so long as the Mortgagors are not selected for
      solicitation based on the inclusion of the related Mortgage Loans in the Trust
      Fund.  If a Mortgagor requests a reduction to the Mortgage Rate for
      the related Mortgage Loan, the Master Servicer shall agree to a reduction in
      the
      Mortgage Rate of that Mortgage Loan (the “Modified Mortgage Loan”) if (i) no
      monetary default exists with respect to such Mortgage Loan, (ii) CHL, in its
      corporate capacity, agrees to purchase the Modified Mortgage Loan from the
      Trust
      Fund immediately following the modification as described below and (iii) the
      Stated Principal Balance of such Mortgage Loan, when taken together with the
      aggregate of the Stated Principal Balances of all other Mortgage Loans that
      have
      been so modified since the Closing Date at the time of those modifications,
      does
      not exceed an amount equal to 5% of the aggregate initial Certificate Principal
      Balance of the Certificates.  Effective immediately after the
      modification, and, in any event, on the same Business Day on which the
      modification occurs, all interest of the Trustee in the Modified Mortgage Loan
      shall automatically be deemed transferred and assigned to CHL and all benefits
      and burdens of ownership thereof, including the right to accrued interest
      thereon from the date of modification and the risk of default thereon, shall
      pass to CHL.  The Master Servicer shall promptly deliver to the
      Trustee a certification of a Servicing Officer to the effect that all
      requirements of this paragraph have been satisfied with respect to the Modified
      Mortgage Loan.  For federal income tax purposes, the Trustee shall
      account for such purchase as a prepayment in full of the Modified Mortgage
      Loan.  CHL shall remit the Purchase Price to the Master Servicer for
      deposit into the Certificate Account pursuant to Section 3.05 within one
      Business Day after the purchase of the Modified Mortgage Loan.  Upon
      receipt by the Trustee of written notification of any such deposit signed by
      a
      Servicing Officer, the Trustee shall release to CHL or its designee the related
      Mortgage File and shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as shall be necessary to vest in
      CHL
      any Modified Mortgage Loan previously transferred and assigned pursuant
      hereto.  CHL covenants and agrees to indemnify the Trust Fund against
      any liability for any “prohibited transaction” taxes and any related interest,
      additions, and penalties imposed on the Trust Fund established hereunder as
      a
      result of any modification of a Mortgage Loan effected pursuant to this
      subsection (a), any holding of a Modified Mortgage Loan by the Trust Fund or
      any
      purchase of a Modified Mortgage Loan by CHL (but such obligation shall not
      prevent CHL or any other appropriate Person from in good faith contesting any
      such tax in appropriate proceedings and shall not prevent CHL from withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings).  CHL shall have no right of reimbursement for any amount
      paid pursuant to the foregoing indemnification, except to the extent that the
      amount of any tax, interest, and penalties, together with interest thereon,
      is
      refunded to the Trust Fund or CHL.  If the Master Servicer agrees to a
      modification of any Mortgage Loan pursuant to this Section 3.12(a), and if
      such
      Mortgage Loan carries a Prepayment Charge provision, CHL shall deliver to the
      Trustee the amount of the Prepayment Charge, if any, that would have been due
      had such Mortgage Loan been prepaid at the time of such modification, for
      deposit into the Certificate Account (not later than 1:00 p.m. Pacific time
      on
      the Master Servicer Advance Date immediately succeeding the date of such
      modification) for distribution in accordance with the terms of this
      Agreement.  Nothing in this Section 3.12(a) restricts the ability of
      the Master Servicer to modify a Mortgage Loan in a manner that is consistent
      with the servicing standard set forth in Section 3.01; provided, however, that
      CHL shall have no obligation to purchase any such modified Mortgage
      Loan.

     

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the Certificateholders (or the
      Trustee’s nominee on behalf of the Certificateholders).  The Trustee’s
      name shall be placed on the title to such REO Property solely as the Trustee
      hereunder and not in its individual capacity.  The Master Servicer
      shall ensure that the title to such REO Property references this Agreement
      and
      the Trustee’s capacity thereunder.  The Master Servicer shall allow
      any REO Property that was subject to a lease at the time of acquisition through
      foreclosure or deed-in-lieu of foreclosure to continue to be rented pursuant
      to
      such lease, but upon the expiration of such lease, the Master Servicer shall
      not
      take any action to rent the related REO Property.  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.  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.  Any net monthly
      income 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.

     

     

    
      
        
        

      

      
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    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 that 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, then
      the Trust Fund may continue to hold such Mortgaged Property (subject to any
      conditions contained in such Opinion of Counsel) after the expiration of such
      three-year period.  Notwithstanding any other provision of this
      Agreement, no Mortgaged Property acquired by the Trust Fund shall be 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 rental 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.

     

     

    
      
        
        

      

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

     

    (c)  [Reserved].

     

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

     

    
      	
              Section
                3.13       
  

            	
              Co-Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Master Servicer
      of a
      notification that payment in full will be escrowed in a manner customary for
      such purposes, the Master Servicer will promptly notify the Co-Trustee by
      delivering a Request for File Release.  Upon receipt of such request,
      the Co-Trustee shall promptly release the related Mortgage File to the Master
      Servicer, and the Co-Trustee shall at the Master Servicer’s direction execute
      and deliver to the Master Servicer the request for reconveyance, deed of
      reconveyance or release or satisfaction of mortgage or such instrument releasing
      the lien of the Mortgage in each case provided by the Master Servicer, together
      with the Mortgage Note with written evidence of cancellation
      thereon.  The Master Servicer is authorized to cause the removal from
      the registration on the MERS® 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 Co-Trustee shall, upon delivery to the
      Co-Trustee of a Request for Document Release or a Request for File Release,
      as
      applicable, release the documents specified in such request or the Mortgage
      File, as the case may be, to the Master Servicer.  Subject to the
      further limitations set forth below, the Master Servicer shall cause the
      Mortgage File or documents so released to be returned to the Co-Trustee when
      the
      need therefor by the Master Servicer no longer exists, unless the Mortgage
      Loan
      is liquidated and the proceeds thereof are deposited in the Certificate Account,
      in which case the Master Servicer shall deliver to the Co-Trustee a Request
      for
      File Release for any remaining documents in the Mortgage File not in the
      possession of the Master Servicer.

     

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    
      	
              Section
                3.14        
 

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

            


    

     

    Notwithstanding
      any other provisions of this Agreement, the Master Servicer shall transmit
      to
      the Co-Trustee as required by this Agreement all documents and instruments
      in
      respect of a Mortgage Loan coming into the possession of the Master Servicer
      from time to time and shall account fully to the Trustee for any funds received
      by the Master Servicer or that otherwise are collected by the Master Servicer
      as
      Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
      of
      any Mortgage Loan.  All Mortgage Files and funds collected or held by,
      or under the control of, the Master Servicer in respect of any Mortgage Loans,
      whether from the collection of principal and interest payments or from
      Liquidation Proceeds or Subsequent Recoveries including but not limited to,
      any
      funds on deposit in the Certificate Account, shall be held by the Master
      Servicer for and on behalf of the Trust Fund and shall be and remain the sole
      and exclusive property of the Trust Fund, subject to the applicable 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.

     

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              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 related 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.

     

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              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 2008 fiscal year, an Officer’s
      Certificate stating, as to the signer thereof, that (i) a review of the
      activities of the Master Servicer during the preceding calendar year (or
      applicable portion thereof) and of the performance of the Master Servicer under
      this Agreement, has been made under such officer’s supervision and (ii) to the
      best of such officer’s knowledge, based on such review, the Master Servicer has
      fulfilled all its obligations under this Agreement, in all material respects
      throughout such year (or applicable portion thereof), or, if there has been
      a
      failure to fulfill any such obligation in any material respect, specifying
      each
      such failure known to such officer and the nature and status thereof and (iii)
      to the best of such officer’s knowledge, each Subservicer has fulfilled all its
      obligations under its Subservicing Agreement in all material respects throughout
      such year, or, if there has been a failure to fulfill any such obligation in
      any
      material respect specifying each such failure known to such officer and the
      nature and status thereof.

     

    (b)  The
      Master Servicer shall cause each Subservicer to deliver to the Depositor and
      the
      Trustee on or before March 15 of each year, commencing with its 2008 fiscal
      year, an Officer’s Certificate stating, as to the signer thereof, that (i) a
      review of the activities of such Subservicer during the preceding calendar
      year
      (or applicable portion thereof) and of the performance of the Subservicer under
      the applicable Subservicing Agreement or primary servicing agreement, has been
      made under such officer’s supervision and (ii) to the best of such officer’s
      knowledge, based on such review, such Subservicer has fulfilled all its
      obligations under the applicable Subservicing Agreement or primary servicing
      agreement, in all material respects throughout such year (or applicable portion
      thereof), or, if there has been a failure to fulfill any such obligation in
      any
      material respect, specifying each such failure known to such officer and the
      nature and status thereof.

     

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

     

    
      	
              Section
                3.18        
 

            	
              [Reserved].

            


    

     

    
      	
              Section
                3.19       
  

            	
              [Reserved].

            


    

     

    
      	
              Section
                3.20        
 

            	
              Prepayment
                Charges.

            


    

     

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

     

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

     

     

     

    (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 set forth on the
      Mortgage Loan Schedule relating to clauses (xxi), (xxii) and (xxiii) of the
      definition of Mortgage Loan Schedule is complete and accurate in all material
      respects at the dates as of which the information is furnished and each
      Prepayment Charge is permissible and enforceable in accordance with its terms
      under applicable state law, except as the enforceability thereof is limited
      due
      to acceleration in connection with a foreclosure or other involuntary
      payment.

     

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

     

    
      	
              Section
                3.21  

            	
              Swap
                Contract.

            


    

     

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

     

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    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 Adjustable Rate Certificates after all
      distributions on such Distribution Date.

     

    Upon
      the
      occurrence of a Collateral Event (as defined in the ISDA Master Agreement),
      the
      Swap Trustee shall direct the Swap Contract Administrator to (i) demand delivery
      of the Delivery Amount (as defined in the ISDA Master Agreement) from the Swap
      Counterparty on each Valuation Date (as defined in the ISDA Master Agreement),
      if applicable, (ii) deliver to the Swap Counterparty the Return Amount (as
      defined in the ISDA Master Agreement) on each Valuation Date, if applicable,
      as
      well as Distributions and the Interest Amount (each as defined in the ISDA
      Master Agreement), to the extent required under the ISDA Master Agreement and
      (iii) take such other action required under the ISDA Master
      Agreement.  If a Delivery Amount is demanded, the Swap Contract
      Administrator, in accordance with the Swap Contract Administration Agreement,
      shall open and maintain a segregated account meeting the requirements set forth
      in the ISDA Master Agreement.  Any cash or other Eligible Collateral
      (as defined in the ISDA Master Agreement) pledged under the ISDA Master
      Agreement shall not be part of the Distribution Account or the Swap Account
      unless remitted to such accounts by the Swap Contract Administrator in
      accordance with the Swap Contract Administration Agreement.  If
      Eligible Collateral with a Value (as defined in the ISDA Master Agreement)
      equal
      to the Delivery Amount is not delivered to the Swap Contract Administrator
      by
      the Swap Counterparty, the Swap Trustee shall direct the Swap Contract
      Administrator to notify the Swap Counterparty and CHL of such
      failure.

     

    Upon
      the
      Swap Trustee obtaining actual knowledge of an Event of Default or Termination
      Event (each as defined in the ISDA Master Agreement) for which the Swap Contract
      Administrator has the right to designate an Early Termination Date (as defined
      in the ISDA Master Agreement), the Swap Trustee shall act at the written
      direction of the CHL as to whether to direct the Swap Contract Administrator
      to
      designate an Early Termination Date; provided, however, that, following such
      Event of Default or Termination Event and before directing the Swap Contract
      Administrator to designate an Early Termination Date, the Swap Trustee shall
      provide written notice to each Rating Agency.  Following the
      designation of an Early Termination Date, (i) the Swap Trustee shall use its
      reasonable best efforts to enforce the rights of the Swap Contract Administrator
      under the ISDA Master Agreement and consistent with the terms hereof, (ii)
      CHL
      shall assist the Swap Contract Administrator in procuring a replacement swap
      contract with terms that  are substantially the same as those of the
      original Swap Contract and (iii) the Swap Trustee shall direct the Swap Contract
      Administrator to request the Swap Counterparty to assist in procuring a
      replacement swap contract with terms that are substantially the same as those
      of
      the original Swap Contract.

     

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

     

     

     

    Any
      Swap
      Termination Payment received from the Swap Counterparty shall be used to pay
      any
      upfront amount required under any replacement swap contract and any excess
      shall
      be distributed to CHL and will not be available to make distributions in respect
      of any Class of Certificates.  In the event that a replacement swap
      contract cannot be procured, any Swap Termination Payment received from the
      Swap
      Counterparty in respect of the termination of the original Swap Contract shall,
      in accordance with the Swap Contract Administration Agreement, be retained
      by
      the Swap Contract Administrator and remitted to the Swap Trustee on subsequent
      Distribution Dates up to and including the Swap Contract Termination Date to
      pay
      any amounts distributable to the Adjustable Rate Certificates pursuant to
      Section 4.04(e)(3) through (8) that will remain unpaid following all
      distributions to be made on such Distribution Date pursuant to Section 4.04(a)
      through (d).  Any portion of such upfront amount remaining after the
      Swap Contract Termination Date shall be distributed to CHL and will not be
      available to make distributions in respect of any Class of
      Certificates.

     

    In
      the
      event that the swap counterparty in respect of a replacement swap contract
      pays
      any upfront amount to the Swap Contract Administrator in connection with
      entering into the replacement swap contract and such upfront amount is received
      by the Swap Contract Administrator prior to the Distribution Date on which
      any
      Swap Termination Payment will be payable to the Swap Counterparty in respect
      of
      the original Swap Contract, a portion of that upfront amount equal to the lesser
      of (x) that upfront amount and (y) the amount of the Swap Termination Payment
      due to the Swap Counterparty in respect of the original Swap
      Contract  (the “Adjusted Replacement Upfront Amount”) shall be
      included in Interest Funds for Loan Group 1 and Loan Group 2 for that
      Distribution Date, pro rata, based upon their respective Interest Funds for
      that
      Distribution Date, and any upfront amount in excess of the Adjusted Replacement
      Upfront Amount shall be distributed to CHL and will not be available to make
      distributions in respect of any Class of Certificates.  If any upfront
      amount is paid to the Swap Contract Administrator by the swap counterparty
      in
      respect of a replacement swap contract after the Distribution Date on which
      any
      Swap Termination Payment will be payable to the Swap Counterparty in respect
      of
      the original Swap Contract, such upfront amount shall, in accordance with the
      Swap Contract Administration Agreement, be retained by the Swap Contract
      Administrator and remitted to the Swap Trustee on subsequent Distribution Dates
      up to and including the Swap Contract Termination Date to pay any amounts
      distributable to the Adjustable Rate Certificates pursuant to Section 4.04(e)(3)
      through (8) that will remain unpaid following all distributions to be made
      on
      such Distribution Date pursuant to Section 4.04(a) through (d).

     

    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.

     

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV.

    DISTRIBUTIONS
      AND ADVANCES BY THE MASTER SERVICER

     

    
      	
              Section
                4.01          

            	
              Advances;
                Remittance Reports.

            


    

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	
              Section
                4.02         
                 

            	
              Reduction
                of Servicing Compensation in Connection with Prepayment Interest
                Shortfalls.

            


    

     

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

     

    
      	
              Section
                4.03           

            	
              [Reserved].

            


    

     

    
      	
              Section
                4.04           

            	
              Distributions.

            


    

     

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

     

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

     

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

     

    (ii)  from
      the
      Interest Funds for Loan Group 1 and Loan Group 2, pro rata based on the Interest
      Funds for each such Loan Group, to the Swap Account, the amount of any Net
      Swap
      Payment and any Swap Termination Payment (other than a Swap Termination Payment
      due to a Swap Counterparty Trigger Event) payable to the Swap Counterparty
      with
      respect to such Distribution Date;

     

    (iii)  concurrently:

     

    (a)  from
      Interest Funds for Loan Group 1, concurrently to each Class of Class 1-A
      Certificates, the Current Interest and Interest Carry Forward Amount for each
      such Class and such Distribution Date, pro rata, based on their respective
      entitlements;

     

    (b)  from
      Interest Funds for Loan Group 2, concurrently to each Class of Class 2-A
      Certificates, the Current Interest and Interest Carry Forward Amount for each
      such Class and such Distribution Date, pro rata, based on their respective
      entitlements;

     

    (iv)  from
      the
      remaining Interest Funds for Loan Group 1 and Loan Group 2, concurrently, to
      each Class of Class A Certificates, any remaining Current Interest and Interest
      Carry Forward Amount not paid pursuant to clause (iii)(a) and (iii)(b), pro
      rata, based on the Certificate Principal Balances thereof, to the extent needed
      to pay any Current Interest and Interest Carry Forward Amount for each such
      Class; provided that Interest Funds remaining after such allocation to pay
      any
      Current Interest and Interest Carry Forward Amount based on the Certificate
      Principal Balances of the Certificates will be distributed to each Class of
      Class A Certificates with respect to which there remains any unpaid Current
      Interest and Interest Carry Forward Amount (after the distribution based on
      Certificate Principal Balances), pro rata, based on the amount of such remaining
      unpaid Current Interest and Interest Carry Forward Amount;

     

    (v)  concurrently,
      from any remaining Interest Funds for Loan Group 1, to the Class 1-M-1
      Certificates, and from any remaining Interest Funds for Loan Group 2, to the
      Class 2-M-1 Certificates, Current Interest for each such Class; provided that
      if
      the remaining Interest Funds for Loan Group 1 and Loan Group 2 are insufficient
      to distribute all Current Interest to the Class 1-M-1 and Class 2-M-1
      Certificates, then such remaining Interest Funds for Loan Group 1 and Loan
      Group
      2 will be allocated between the Class 1-M-1 and Class 2-M-1 Certificates on
      the
      basis of the respective Group Distribution Percentages for that Distribution
      Date;

     

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

    (vi)  concurrently,
      from any remaining Interest Funds for Loan Group 1, to the Class 1-M-2
      Certificates, and from any remaining Interest Funds for Loan Group 2, to the
      Class 2-M-2 Certificates, Current Interest for each such Class; provided that
      if
      the remaining Interest Funds for Loan Group 1 and Loan Group 2 are insufficient
      to distribute all Current Interest to the Class 1-M-2 and Class 2-M-2
      Certificates, then such remaining Interest Funds for Loan Group 1 and Loan
      Group
      2 will be allocated between the Class 1-M-2 and Class 2-M-2 Certificates on
      the
      basis of the respective Group Distribution Percentages for that Distribution
      Date;

     

    (vii)  concurrently,
      from any remaining Interest Funds for Loan Group 1, to the Class 1-M-3
      Certificates, and from any remaining Interest Funds for Loan Group 2, to the
      Class 2-M-3 Certificates, Current Interest for each such Class; provided that
      if
      the remaining Interest Funds for Loan Group 1 and Loan Group 2 are insufficient
      to distribute all Current Interest to the Class 1-M-3 and Class 2-M-3
      Certificates, then such remaining Interest Funds for Loan Group 1 and Loan
      Group
      2 will be allocated between the Class 1-M-3 and Class 2-M-3 Certificates on
      the
      basis of the respective Group Distribution Percentages for that Distribution
      Date; and

     

    (viii)  from
      the
      remaining Interest Funds for Loan Group 1 and Loan Group 2,
      sequentially:

     

    (a)  sequentially,
      to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and
      Class B Certificates, in that order, the Current Interest for each such Class;
      and

     

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

     

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

     

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

     

    (A)  concurrently:

     

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

     

    (a)  concurrently,
      to the Classes of Class 1-A Certificates, pro rata, until the Certificate
      Principal Balances thereof are reduced to zero; and

     

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

     

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

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

     

    (i)  concurrently,
      to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of the
      respective Group Distribution Percentages for that Distribution Date, until
      their Certificate Principal Balances are reduced to zero;

     

    (ii)  concurrently,
      to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of the
      respective Group Distribution Percentages for that Distribution Date, until
      their Certificate Principal Balances are reduced to zero;

     

    (iii)  concurrently,
      to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of the
      respective Group Distribution Percentages for that Distribution Date, until
      their Certificate Principal Balances are reduced to zero;

     

    (iv)  sequentially,
      to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and
      Class B Certificates, in that order, in each case until the Certificate
      Principal Balance thereof is reduced to zero; and

     

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

     

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

     

    (A)  concurrently:

     

    (i)  from
      the
      Principal Distribution Amount for Loan Group 1, in an amount up to the Class
      1-A
      Principal Distribution Amount, sequentially:

     

    (a)  concurrently,
      to the Classes of Class 1-A Certificates, pro rata, until the Certificate
      Principal Balances thereof are reduced to zero;  and

     

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

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

     

    (ii)  from
      the
      Principal Distribution Amount for Loan Group 2, in an amount up to the Class
      2-A
      Principal Distribution Amount, sequentially:

     

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

     

    (b)  concurrently,
      to the Classes of Class 1-A Certificates (after the distribution of the
      Principal Distribution Amount from Loan Group 1 as provided in clause (i)(a)
      above), pro rata, until the Certificate Principal Balances thereof are reduced
      to zero; and

     

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

     

    (i)  concurrently,
      to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of the
      respective Group Distribution Percentages for that Distribution Date, the
      Subordinate Class Principal Distribution Amount for the Class M-1 Certificates,
      until their Certificate Principal Balances are reduced to zero,

     

    (ii)  concurrently,
      to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of the
      respective Group Distribution Percentages for that Distribution Date, the
      Subordinate Class Principal Distribution Amount for the Class M-2 Certificates,
      until their Certificate Principal Balances are reduced to zero,

     

    (iii)  concurrently,
      to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of the
      respective Group Distribution Percentages for that Distribution Date, the
      Subordinate Class Principal Distribution Amount for the Class M-3 Certificates,
      until their Certificate Principal Balances are reduced to zero,

     

    (iv)  sequentially,
      to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and
      Class B Certificates, in that order, the Subordinate Class Principal
      Distribution Amount for each such Class, in each case until the Certificate
      Principal Balance thereof is reduced to zero; and

     

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

     

                   
      (3)  On
      each
      Distribution Date on which any principal amounts are to be distributed to the
      Class 2-A Certificates, such amounts shall be distributed sequentially, to
      the
      Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that
      order, in each case until their respective Certificate Principal Balances are
      reduced to zero.

     

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

    (3)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9 and Class B Certificates, in that order, in each
      case
      first in an amount equal to any Interest Carry Forward Amount for such Class
      or
      Classes, as applicable, and then in an amount equal to the Unpaid Realized
      Loss
      Amount for such Class or Classes, as applicable; provided, however, that any
      Interest Carry Forward Amount and Unpaid Realized Loss Amount distributed to
      the
      Classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal
      priority with each other (for example, the Class 1-M-1 and Class 2-M-1
      Certificates), will be made concurrently, on a pro rata basis based on (i)
      in
      the case of any Interest Carry Forward Amount, each such Class’s respective
      Interest Carry Forward Amount, and (ii) in the case of any Unpaid Realized
      Loss
      Amount, each such Class’s respective Unpaid Realized Loss Amount;

     

    (4)  to
      the
      Carryover Reserve Fund and from the Carryover Reserve Fund to each Class of
      Interest-Bearing Certificates, pro rata based on the Certificate Principal
      Balances thereof, to the extent needed to pay any Net Rate Carryover for each
      such Class; provided that any Excess Cashflow remaining after such allocation
      to
      pay Net Rate Carryover based on the Certificate Principal Balances of those
      Classes shall be distributed to each Class of Interest-Bearing Certificates
      with
      respect to which there remains any unpaid Net Rate Carryover (after the
      distribution based on the Certificate Principal Balances), pro rata, based
      on
      the amount of such unpaid Net Rate Carryover;

     

    (5)  to
      the
      Carryover Reserve Fund, in an amount equal to the Required Carryover Reserve
      Fund Deposit (after giving effect to other deposits and withdrawals therefrom
      on
      such Distribution Date);

     

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    (6)  if
      and
      for so long as the Final Maturity OC Trigger is in effect, sequentially, in
      the
      following order:

     

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

     

    (ii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9 and Class B Certificates, in that order, in each
      case
      until the Certificate Principal Balance thereof is reduced to zero; provided,
      however, that any principal distributions to the Classes of Class M-1, Class
      M-2
      and Class M-3 Certificates that are of equal priority with each other (for
      example, the Class 1-M-1 and Class 2-M-1 Certificates) will be made
      concurrently, on a pro rata basis based on the respective Group Distribution
      Percentages for that Distribution Date;

     

    (7)  to
      the
      Swap Account, in an amount equal to any Swap Termination Payment due to the
      Swap
      Counterparty as a result of a Swap Counterparty Trigger Event;

     

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

     

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

     

    (d)  [Reserved].

     

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

     

    (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;

     

     

    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

    

     

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

     

    (4)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, in each case in an
      amount equal to any remaining Current Interest and Interest Carry Forward Amount
      for such Class; provided, however, that any interest distributions to the
      Classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal
      priority with each other (for example, the Class 1-M-1 and Class 2-M-1
      Certificates) pursuant to this clause (4) will be made concurrently, on a pro
      rata basis based on each such Class’s respective remaining Current Interest and
      Interest Carry Forward Amount;

     

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

     

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

     

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

     

    (8)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, in each case in an
      amount equal to the remaining Unpaid Realized Loss Amount for each such Class;
      provided, however, that any Unpaid Realized Loss Amounts distributed to the
      Classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal
      priority with each other (for example, the Class 1-M-1 and Class 2-M-1
      Certificates) pursuant to this clause (8) will be made concurrently, on a pro
      rata basis based each such class’s respective Unpaid Realized Loss Amount;
      and

     

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

     

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

     

    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

     

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

     

    (h)  On
      each
      Distribution Date, the Trustee shall allocate any Applied Realized Loss Amount
      sequentially to reduce the Certificate Principal Balances of the Class B, Class
      M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class
      M-2
      and Class M-1 Certificates, in that order, in each case until the Certificate
      Principal Balance thereof is reduced to zero.  Any Applied Realized
      Loss Amount that is allocated to the Classes of Class M-1, Class M-2 and Class
      M-3 Certificates that are of equal priority with each other (for example, the
      Class 1-M-3 and Class 2-M-3 Certificates) will be allocated concurrently on
      a
      pro rata basis based on the Realized Losses from the respective Loan Groups
      for
      the related Due Period.  After the Certificate Principal Balances of
      the Subordinate Certificates have been reduced to zero, (i) the Trustee shall
      allocate any Applied Realized Loss Amount with respect to Loan Group 1
      sequentially to reduce the Certificate Principal Balance of the Class 1-A-2
      and
      Class 1-A-1 Certificates, in that order, until the Certificate Principal
      Balances of such Classes have been reduced to zero, and (ii) the Trustee shall
      allocate any Applied Realized Loss Amount with respect to Loan Group 2
      concurrently to reduce the Certificate Principal Balances of each Class of
      Class
      2-A Certificates, on a pro rata basis according to their respective Certificate
      Principal Balances, until the Certificate Principal Balances of such Classes
      have been reduced to zero.

     

    (i)  On
      each
      Distribution Date, the Trustee shall allocate the amount of the Subsequent
      Recoveries with respect to either Loan Group, if any, first to increase the
      Certificate Principal Balances of the Class 1-A Certificates (in the case of
      any
      Subsequent Recoveries with respect to Loan Group 1) or the Certificate Principal
      Balances of the Classes of Class 2-A Certificates (in the case of any Subsequent
      Recoveries with respect to Loan Group 2) to which Applied Realized Loss Amounts
      have been previously allocated (such increases, in the case of Subsequent
      Recoveries with respect to Loan Group 1, to be made among the Classes of Class
      1-A Certificates sequentially to the Class 1-A-1 and Class 1-A-2 Certificates,
      in that order, in each case in an amount not to exceed the Unpaid Realized
      Loss
      Amount for such Class, and in the case of Subsequent Recoveries with respect
      to
      Loan Group 2, to be made among the Classes of Class 2-A Certificates on a pro
      rata basis according to their respective Certificate Principal Balances), in
      each case in an amount not to exceed the Unpaid Realized Loss Amount for such
      Class, and then to increase the Certificate Principal Balance of the Subordinate
      Certificates to which Applied Realized Loss Amounts have been previously
      allocated, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificates,
      in that order, in each case in an amount not to exceed the Unpaid Realized
      Loss
      Amount for such Class.  Any such Subsequent Recoveries that are
      allocated to the Classes of Class M-1, Class M-2 and Class M-3 Certificates
      that
      are of equal priority with each other (for example, the Class 1-M-3 and Class
      2-M-3 Certificates) will be allocated concurrently on a pro rata basis according
      to their respective Unpaid Realized Loss Amounts.

     

    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.

     

    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (j)  On
      the
      earlier of (i) the Distribution Date in June 2037 and (ii) the termination
      of
      this Agreement pursuant to Section 9.01, after giving effect to the distribution
      of all available funds, all amounts on deposit in the Final Maturity Reserve
      Fund will be distributed in the following order:

     

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

     

    (2)  concurrently,
      to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of their
      respective Certificate Principal Balances, until their respective Certificate
      Principal Balances are reduced to zero;

     

    (3)  concurrently,
      to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of their
      respective Certificate Principal Balances, until their respective Certificate
      Principal Balances are reduced to zero;

     

    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    

     

    (4)  concurrently,
      to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of their
      respective Certificate Principal Balances, until their respective Certificate
      Principal Balances are reduced to zero;

     

    (5)  sequentially,
      to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and
      Class B Certificates, in that order, until the Certificate Principal Balances
      thereof are reduced to zero; and

     

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

    
       

      
        	
                Section
                  4.05           

              	
                
                  Monthly
                    Statements to
                    Certificateholders.

                

              


      

       

    

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

     

    (b)  The
      Trustee’s responsibility for disbursing the above information to the
      Certificateholders is limited to the availability, timeliness and accuracy
      of
      the information derived from the Master Servicer.  The Trustee shall
      send a copy of each statement provided pursuant to this Section 4.05 to each
      Rating Agency and the NIM Insurer.  The Trustee may 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.

     

    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        	
                Section
                  4.06           

              	
                
                  Termination
                    of the Mortgage Insurance
                    Policy.

                

              


      

       

    

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

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                4.07   

            	
              Carryover
                Reserve Fund.

            


    

     

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

     

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

     

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

     

    
      	
              Section
                4.08   

            	
              Credit
                Comeback Excess Account.

            


    

     

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

     

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

     

    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	
              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 Adjustable Rate 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 2007-11.”  Such account shall be an
      Eligible Account and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other moneys, including, without
      limitation, other moneys of the Trustee held pursuant to this Agreement. Amounts
      therein shall be held uninvested.  Funds on deposit in the Swap
      Account shall be distributed in the amounts and in the order described under
      Section 4.04(e).  For federal income tax purposes, the Swap Trust,
      including the Swap Account, shall be owned by the Class C
      Certificates.

     

    On
      each
      Distribution Date, the Trustee shall make a deposit to the Swap Account pursuant
      to Section 4.04(a)(ii), and to the extent that the amount of such deposit is
      insufficient to pay any Net Swap Payment and/or Swap Termination Payment (other
      than a Swap Termination Payment due to a Swap Counterparty Trigger Event) due
      to
      the Swap Counterparty with respect to such Distribution Date, the Trustee shall
      withdraw, out of amounts on deposit in the Distribution Account in respect
      of
      the Principal Remittance Amount for Loan Group 1 and Loan Group 2, pro rata
      on
      the basis of those respective Principal Remittance Amounts, such additional
      amount as is necessary to cover the remaining portion of any such Net Swap
      Payment and/or Swap Termination Payment (other than a Swap Termination Payment
      due to a Swap Counterparty Trigger Event) due to the Swap Counterparty with
      respect to such Distribution Date.

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                4.10   

            	
              Final
                Maturity Reserve Trust and Final Maturity Reserve
                Fund.

            


    

     

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

     

    (b)  On
      the
      Closing Date, the Final Maturity Reserve Trustee shall establish and maintain
      in
      its name, in trust for the benefit of the Holders of the Interest-Bearing
      Certificates, the Final Maturity Reserve Fund and shall deposit $1,000 therein
      upon receipt from or on behalf of the Depositor of such amount.  The
      Final Maturity Reserve Fund shall be an Eligible Account, and funds on deposit
      therein shall be held separate and apart from, and shall not be commingled
      with,
      any other moneys, including without limitation, other moneys held by the Trustee
      pursuant to this Agreement.  The Final Maturity Reserve Fund shall not
      constitute an asset of the Trust Fund or any REMIC created
      hereunder.

     

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

     

    Funds
      in
      the Final Maturity Reserve Fund may be invested in Permitted Investments at
      the
      direction of the Holders of the Class C Certificates, which Permitted
      Investments shall mature not later than the Business Day immediately preceding
      the first Distribution Date that follows the date of such investment (except
      that if such Permitted Investment is an obligation of the institution that
      maintains the Final Maturity Reserve Fund, then such Permitted Investment shall
      mature not later than such Distribution Date) and shall not be sold or disposed
      of prior to maturity.  All such Permitted Investments shall be made in
      the name of the Final Maturity Reserve Trustee, for the benefit of the Holders
      of the Certificates. In the absence of such written direction, all funds in
      the
      Final Maturity Reserve Fund shall be invested by the Final Maturity Reserve
      Trustee in The Bank of New York cash reserves.  Any net investment
      earnings on such amounts shall be retained therein until withdrawn as provided
      in Section 3.08.  Any losses incurred in the Final Maturity Reserve
      Fund in respect of any such investments shall be charged against amounts on
      deposit in the Final Maturity Reserve Fund (or such investments) immediately
      as
      realized.  The Final Maturity Reserve Trustee shall not be liable for
      the amount of any loss incurred in respect of any investment or lack of
      investment of funds held in the Final Maturity Reserve Fund and made in
      accordance with this Section 4.10.

     

    The
      Final
      Maturity Reserve Trustee may withhold from the amounts withdrawn from the Final
      Maturity Reserve Fund pursuant to Section 4.04 the amount of any taxes that
      it
      is authorized to retain pursuant to the third paragraph of Section
      8.11.  In addition, the Final Maturity Reserve Trustee may from time
      to time make withdrawals from the Final Maturity Reserve Fund for the following
      purposes:

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

    

     

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

     

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

     


    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

    


    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-19, Exhibit B, Exhibit C, Exhibit D and Exhibit E.  The
      Certificates shall be issuable in registered form, in the minimum dollar
      denominations, integral dollar multiples in excess thereof and aggregate dollar
      denominations as set forth in the following table:

     

    
      	
              Class

            	
              Minimum
Denomination

            	
              Integral
                Multiples in
Excess of Minimum

            	
              Original
                Certificate
Principal Balance

            
	
              1-A-1

            	
              $20,000

            	
              $1

            	
              $199,022,000

            
	
              1-A-2

            	
              $20,000

            	
              $1

            	
              $22,114,000

            
	
              2-A-1

            	
              $20,000

            	
              $1

            	
              $170,859,000

            
	
              2-A-2

            	
              $20,000

            	
              $1

            	
              $62,921,000

            
	
              2-A-3

            	
              $20,000

            	
              $1

            	
              $136,697,000

            
	
              2-A-4

            	
              $20,000

            	
              $1

            	
              $58,787,000

            
	
              1-M-1

            	
              $20,000

            	
              $1

            	
              $13,600,000

            
	
              2-M-1

            	
              $20,000

            	
              $1

            	
              $26,400,000

            
	
              1-M-2

            	
              $20,000

            	
              $1

            	
              $10,880,000

            
	
              2-M-2

            	
              $20,000

            	
              $1

            	
              $21,120,000

            
	
              1-M-3

            	
              $20,000

            	
              $1

            	
              $2,992,000

            
	
              2-M-3

            	
              $20,000

            	
              $1

            	
              $5,808,000

            
	
              M-4

            	
              $20,000

            	
              $1

            	
              $10,400,000

            
	
              M-5

            	
              $20,000

            	
              $1

            	
              $9,600,000

            
	
              M-6

            	
              $20,000

            	
              $1

            	
              $6,000,000

            
	
              M-7

            	
              $20,000

            	
              $1

            	
              $8,400,000

            
	
              M-8

            	
              $20,000

            	
              $1

            	
              $6,000,000

            
	
              M-9

            	
              $20,000

            	
              $1

            	
              $8,800,000

            
	
              B

            	
              $100,000

            	
              $1

            	
              $8,000,000

            
	
              A-R

            	
              $99.95(1)

            	
              N/A

            	
              $100

            
	
              C

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              P

            	
              N/A

            	
              N/A

            	
              $100

            
	 	 	 	 


    

    
    

    


    
      	
              (1)

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

            


    

     

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

     

    
      
        
        

      

      
        138

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                5.02   

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            


    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    No
      beneficial interest in any Class B Certificate that is a Book-Entry Certificate
      may be held by any Person that is not a Qualified Institutional
      Buyer.  Notwithstanding the foregoing, a beneficial interest in a
      Class B Certificate that is a Book-Entry Certificate may be transferred by
      any
      Certificate Owner holding such interest to any Institutional Accredited Investor
      (other than a Qualified Institutional Buyer) that takes delivery in the form
      of
      a Definitive Certificate upon delivery to the Trustee of (i) such certifications
      and/or opinions as are contemplated by the first paragraph of this Section
      5.02(b) and (ii) such written orders and instructions as are required under
      the
      applicable procedures of the Depository to direct the Trustee to debit the
      account of a Depository Participant by the denomination of the transferred
      interests in such Book-Entry Certificate.  Upon delivery to the
      Trustee of the certifications and/or opinions contemplated by the first
      paragraph of this Section 5.02(b), the Trustee, subject to and in accordance
      with the applicable procedures of the Depository, shall reduce the denomination
      of the subject Book-Entry Certificate by the denomination of the transferred
      interests in such Book-Entry Certificate, and shall cause a Definitive
      Certificate of the same Class as such Book-Entry Certificate, and in a
      denomination equal to the reduction in the denomination of such Book-Entry
      Certificate, to be executed, authenticated and delivered in accordance with
      this
      Agreement to the applicable transferee.  Also notwithstanding the
      foregoing, any Class B Certificate that is a Definitive Certificate may be
      transferred by any Certificateholder holding such Certificate to any Qualified
      Institutional Buyer that takes delivery in the form of a beneficial interest
      in
      a Book-Entry Certificate upon delivery to the Trustee of (i) such certifications
      and/or opinions as are contemplated by the first paragraph of this Section
      5.02(b) and (ii) such written orders and instructions as are required under
      the
      applicable procedures of the Depository to direct the Trustee to credit the
      account of a Depository Participant by the denomination of the transferred
      interests in such Class B Certificate.  Upon delivery to the Trustee
      of the Definitive Certificate to be transferred and the certifications and/or
      opinions contemplated by the first paragraph of this Section 5.02(b), the
      Trustee, subject to and in accordance with the applicable procedures of the
      Depository, shall increase the denomination of the existing Book-Entry
      Certificate for the Class B Certificates by the denomination of the transferred
      interests in such Definitive Certificate, shall instruct the Depository to
      credit the account of the applicable Depository Participant, and shall cause
      the
      subject Definitive Certificate to be cancelled.

     

    
      
        
        

      

      
        140

        
          

        

      

      
        
        

      

    

     

    No
      Transfer of an ERISA-Restricted Certificate (other than a transfer of an
      ERISA-Restricted Certificate to an affiliate of the Depositor (either directly
      or through a nominee) in connection with the initial issuance of the
      Certificates) shall be made unless the Trustee shall have received either (i)
      a
      written representation from the transferee of such Certificate acceptable to
      and
      in form and substance satisfactory to the Trustee (in the event such Certificate
      is a Private Certificate, such requirement is satisfied only by the Trustee’s
      receipt of a representation letter from the transferee substantially in the
      form
      of Exhibit K or Exhibit L, or in the event such Certificate is a Residual
      Certificate, such requirement is satisfied only by the Trustee’s receipt of a
      representation letter from the transferee substantially in the form of Exhibit
      I), to the effect that (x) such transferee is not a Plan, or (y) in the case
      of
      an ERISA-Restricted Certificate that has been the subject of an ERISA-Qualifying
      Underwriting, a representation that the transferee is an insurance company
      which
      is purchasing such Certificate with funds contained in an “insurance company
      general account” (as such term is defined in section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate satisfy the requirements for exemptive relief under
      Sections I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted
      Certificate presented for registration in the name of an employee benefit plan
      or arrangement subject to ERISA, or a plan or arrangement subject to Section
      4975 of the Code (or comparable provisions of any subsequent enactments), or
      a
      trustee of any such plan or arrangement or any other person acting on behalf
      of
      any such plan or arrangement, an Opinion of Counsel satisfactory to the Trustee,
      addressed to the Trustee and the Master Servicer, to the effect that the
      purchase and holding of such ERISA-Restricted Certificate will not result in
      a
      non-exempt prohibited transaction under ERISA or the Code and will not subject
      the Trustee or the Master Servicer to any obligation in addition to those
      expressly undertaken in this Agreement, which Opinion of Counsel shall not
      be an
      expense of the Trustee, the Master Servicer, or the Trust Fund.  For
      purposes of the preceding sentence, one of such representations, as appropriate,
      shall be deemed to have been made to the Trustee by the transferee’s acceptance
      of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner
      of
      the beneficial interest in any such Class of ERISA-Restricted Certificates)
      unless the Trustee shall have received from the transferee an Opinion of Counsel
      as described in clause (ii) or a written representation acceptable in form
      and
      substance to the Trustee.  Notwithstanding anything else to the
      contrary herein, any purported transfer of an ERISA-Restricted Certificate
      to or
      on behalf of an employee benefit plan subject to Section 406 of ERISA or a
      plan
      subject to Section 4975 of the Code without the delivery to the Trustee of
      an
      Opinion of Counsel satisfactory to the Trustee meeting the requirements of
      clause (i) of the first sentence of this paragraph as described above shall
      be
      void and of no effect.  The Trustee shall be under no liability to any
      Person for any registration of transfer of any ERISA-Restricted Certificate
      that
      is in fact not permitted by this Section 5.02(b) or for making any payments
      due
      on such Certificate to the Holder thereof or taking any other action with
      respect to such Holder under the provisions of this Agreement so long as the
      Trustee, with respect to the transfer of such Classes of Certificates, required
      delivery of such certificates and other documentation or evidence as are
      expressly required by the terms of this Agreement and examined such certificates
      and other documentation or evidence to determine compliance as to form with
      the
      express requirements hereof.  The Trustee shall be entitled, but not
      obligated, to recover from any Holder of any 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.

     

    
      
        
        

      

      
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    Until
      the
      Swap Trust and the Final Maturity Reserve Fund terminate, no transfer of an
      Interest-Bearing Certificate that is not an ERISA-Restricted Certificate (other
      than a transfer of an Interest-Bearing Certificate to an affiliate of the
      Depositor (either directly or through a nominee) in connection with the initial
      issuance of the Certificates) shall be made unless the Trustee shall have
      received either (i) a written representation from the transferee of such
      Interest-Bearing Certificate acceptable to and in form and substance
      satisfactory to the Trustee to the effect that such transferee is not a Plan,
      or
      (ii) a written representation that the purchase and holding of the
      Interest-Bearing Certificate satisfy the requirements for exemptive relief
      under
      PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, the service provider
      exemption provided under Section 408(b)(17) of ERISA and Section 4975(d)(20)
      of
      the Code or a similar exemption.  In the event that
      such  representation is not delivered, one of the foregoing
      representations, as appropriate, shall be deemed to have been made by the
      transferee’s (including an initial acquiror’s) acceptance of the
      Interest-Bearing Certificate.  In the event that such representation
      is violated, such transfer or acquisition shall be void and of no
      effect.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (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 a certificate
      (a
“Transferor Certificate”) of the transferor in the form attached hereto as
      Exhibit J-1 and an affidavit (a “Transfer Affidavit”) of the initial owner or
      the proposed transferee in the form attached hereto as Exhibit I.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    
      	
              Section
                5.03   

            	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

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

     

    
      	
              Section
                5.04   

            	
              Persons
                Deemed Owners.

            


    

     

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

     

    
      
        
        

      

      
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              Section
                5.05   

            	
              Access
                to List of Certificateholders’ Names and
                Addresses.

            


    

     

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

     

    
      	
              Section
                5.06   

            	
              Book-Entry
                Certificates.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        145

        
          

        

      

      
        
        

      

    

     

    (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 (or, in the case of the Class B Certificates,
      by
      Certificate Owners (acting through the Depository and the Depository
      Participants) owning Book-Entry Certificates and by Certificateholders (other
      than the Depository) owning Definitive Certificates).

     

    
      	
              Section
                5.07   

            	
              Notices
                to Depository.

            


    

     

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

     

    
      	
              Section
                5.08   

            	
              Definitive
                Certificates.

            


    

     

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

     

    
      
        
        

      

      
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              Section
                5.09   

            	
              Maintenance
                of Office or Agency.

            


    

     

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

     

    ARTICLE
      VI.

    THE
      DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

     

    
      	
              Section
                6.01   

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

            


    

     

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

     

    
      	
              Section
                6.02   

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

            


    

     

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

     

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

     

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

     

    
      
        
        

      

      
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              Section
                6.03   

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

            


    

     

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

     

    
      	
              Section
                6.04   

            	
              Limitation
                on Resignation of Master
                Servicer.

            


    

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except (i) upon determination that its duties hereunder are no longer
      permissible under applicable law or (ii) upon appointment of a successor
      servicer that is reasonably acceptable to the Trustee and the NIM Insurer and
      the written confirmation from each Rating Agency (which confirmation shall
      be
      furnished to the Depositor, the Trustee and the NIM Insurer) that such
      resignation will not cause such Rating Agency to reduce the then-current rating
      of the Certificates.  Any such determination pursuant to clause (i) of
      the preceding sentence permitting the resignation of the Master Servicer shall
      be evidenced by an Opinion of Counsel to such effect delivered to the
      Trustee.  No resignation of the Master Servicer shall become effective
      until the Trustee shall have assumed the Master Servicer’s responsibilities,
      duties, liabilities (other than those liabilities arising prior to the
      appointment of such successor) and obligations under this Agreement and the
      Depositor shall have received the information described in the following
      sentence.  As a condition to the effectiveness of any such
      resignation, at least 15 calendar days prior to the effective date of such
      resignation, the Master Servicer shall provide (x) written notice to the
      Depositor of any successor pursuant to this Section and (y) in writing and
      in
      form and substance reasonably satisfactory to the Depositor, all information
      reasonably requested by the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to the resignation of the
      Master Servicer.

     

    
      
        
        

      

      
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              Section
                6.05   

            	
              Errors
                and Omissions Insurance; Fidelity
                Bonds.

            


    

     

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

     

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

     

    ARTICLE
      VII.

    DEFAULT;
      TERMINATION OF MASTER SERVICER

     

    
      	
              Section
                7.01   

            	
              Events
                of Default.

            


    

     

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

     

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

     

    
      
        
        

      

      
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    (2)  any
      failure by the Master Servicer to observe or perform in any material respect
      any
      other of the covenants or agreements on the part of the Master Servicer
      contained in this Agreement (except with respect to a failure related to a
      Limited Exchange Act Reporting Obligation) or any representation or warranty
      shall prove to be untrue, which failure or breach shall continue unremedied
      for
      a period of 60 days after the date on which written notice of such failure
      shall
      have been given to the Master Servicer by the Trustee, the NIM Insurer or the
      Depositor, or to the Trustee by the Holders of Certificates evidencing not
      less
      than 25% of the Voting Rights; provided, that the sixty-day cure period shall
      not apply to the initial delivery of the Mortgage File for Delay Delivery
      Mortgage Loans or the failure to repurchase or substitute in lieu thereof;
      or

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        150

        
          

        

      

      
        
        

      

    

     

    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 (vii), and
      any
      other amounts payable to such Master Servicer hereunder the entitlement to
      which
      arose prior to the termination of its activities hereunder.

     

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

     

    
      	
              Section
                7.02   

            	
              Trustee
                to Act; Appointment of
                Successor.

            


    

     

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

     

    
      
        
        

      

      
        151

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	
              Section
                7.03   

            	
              Notification
                to Certificateholders.

            


    

     

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

     

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

     

    ARTICLE
      VIII.

    CONCERNING
      THE TRUSTEE AND THE CO-TRUSTEE

     

    
      	
              Section
                8.01   

            	
              Duties
                of Trustee.

            


    

     

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

     

    
      
        
        

      

      
        152

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        153

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                8.02   

            	
              Certain
                Matters Affecting the Trustee.

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      	
              Section
                8.03   

            	
              Trustee
                Not Liable for Mortgage Loans.

            


    

     

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

     

    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.04   

            	
              Trustee
                May Own Certificates.

            


    

     

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

     

    
      	
              Section
                8.05   

            	
              Master
                Servicer to Pay Trustee’s Fees and
                Expenses.

            


    

     

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

     

    
      	
              Section
                8.06   

            	
              Eligibility
                Requirements for Trustee.

            


    

     

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

     

    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.07   

            	
              Resignation
                and Removal of Trustee.

            


    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                8.08   

            	
              Successor
                Trustee.

            


    

     

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

     

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

     

    
      	
              Section
                8.09   

            	
              Merger
                or Consolidation of Trustee.

            


    

     

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

    
      
        
        

      

      
        158

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                8.10   

            	
              Appointment
                of Co-Trustee or Separate
                Trustee.

            


    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        159

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      	
              Section
                8.11   

            	
              Tax
                Matters.

            


    

     

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

     

    
      
        
        

      

      
        160

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      
        
        

      

      
        161

        
          

        

      

      
        
        

      

    

     

    The
      Trustee shall treat the Carryover Reserve Fund and the Swap Trust, including
      the
      Swap Account, as outside reserve funds within the meaning of Treasury Regulation
      1.860G-2(h), neither of which is an asset of any REMIC created
      hereunder.  The Carryover Reserve Fund shall be treated as owned by
      the Class C Certificateholders and the Swap Trust, including the Swap Account,
      shall be treated as owned by the Class C Certificateholders.  The
      rights of the Holders of each Class of Certificates (other than the Class P
      and
      Class A-R Certificates) to receive payments from, and the deemed obligations
      of
      such Holders to make payments to, the Carryover Reserve Fund or the Swap Trust,
      including the Swap Account, shall be treated as rights and obligations with
      respect to notional principal contracts written by (i) the Holders of the Class
      C Certificates in respect of any Net Rate Carryover distributed pursuant to
      Sections 4.04(c)(4), and (ii) the Swap Counterparty in respect of any Net Rate
      Carryover funded by the Swap Contract and in respect of any residual payments
      from such Swap Contract received by the Class C Certificates.  Thus,
      the Certificates (other than the Class P and Class A-R Certificates), shall
      be
      treated as representing ownership of Master REMIC regular interests coupled
      with
      contractual rights and obligations within the meaning of Treasury Regulation
      1.860G-2(i).  For purposes of determining the issue price of the
      various Master REMIC regular interests, the Trustee shall treat the $1,750,000
      upfront amount received by CHL from the Swap Counterparty in connection with
      the
      execution of the related Confirmation as an additional amount paid by the
      Certificateholders for the Master REMIC regular interests.  Any
      differences in the distributions to a Certificateholder (positive or negative)
      that would result from the application of the Strip REMIC Cap rather than the
      applicable Net Rate Cap shall be treated by the Trustee as reconciled among
      the
      Certificates by swap payments made pursuant to notional principal contracts
      entered into among the Certificateholders.

     

    The
      Trustee shall
      also treat any amount payable to a Class C Certificate with respect to the
      STR-C-OC Interest as deposited into the Carryover Reserve
      Fund.  To the extent the amount payable with respect to the
      Swap Contract exceeds the amount payable with respect to the Class C
      Certificates, the Trustee, for federal income tax purposes, shall treat such
      excess as Realized Losses from Mortgage Loans and to the extent such Realized
      Losses (if they had occurred) would be allocated to a Certificateholder, the
      Trustee shall treat such amount as first payable to the Certificateholder as
      principal and as then payable by the Certificateholder with respect to a
      notional principal contract.

     

    
      
        
        

      

      
        162

        
          

        

      

      
        
        

      

    

     

    The
      Trustee shall treat the Final Maturity Reserve Fund as an outside reserve fund
      within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the
      Holders of the Class C Certificates, and that is not an asset of any REMIC
      created hereunder.  Beginning on the Distribution Date in July 2017,
      the Trustee shall treat any monies payable to the Class C Certificateholders
      with respect to their interest in the STR-C-40 Year IO Interest, as first paid
      to the Class C Certificates and then deposited in the Final Maturity Reserve
      Fund. Any monies payable on the STR-C-40 Year IO Interest in excess of the
      Final
      Maturity Required Deposit shall be the  “Excess
      Deposit.”  For income tax purposes, to the extent the amount of any
      Excess Deposit is payable to Holders of Certificates other than the Class C
      Certificates, such amount shall be treated as payable to such Holders as Net
      Rate Carryover and any remaining amount of Excess Deposit shall be treated
      as
      payable to the Holders of the Class C Certificates.  Any other monies
      received by the Holders of the Interest-Bearing Certificates from the Final
      Maturity Reserve Fund will be treated as monies paid by the Holders of the
      Class
      C Certificates to acquire the Interest-Bearing Certificates receiving such
      monies.  Thus, with respect to such other monies, the Interest-Bearing
      Certificates and the Class C Certificates shall be treated as representing
      ownership of not only a Master REMIC regular interest, but also ownership of
      an
      interest in a forward purchase contract and the Trustee shall treat the rights
      of the holders of the Interest-Bearing Certificates to receive such other monies
      from the Final Maturity Reserve Fund as rights in forward purchase contracts
      entered into with the Holders of the Class C Certificates.

     

    
      	
              Section
                8.12   

            	
              Co-Trustee.

            


    

     

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

     

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

     

    (1)  the
      duties and obligations of the Co-Trustee shall be determined solely by the
      express provisions of this Agreement with the exception of Section 8.10, the
      Co-Trustee shall not be liable, individually or as Co-Trustee, except for the
      performance of such duties and obligations as are specifically set forth in
      this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Co-Trustee and the Co-Trustee may conclusively rely, as to the
      truth
      of the statements and the correctness of the opinions expressed therein, upon
      any certificates or opinions furnished to the Co-Trustee and conforming to
      the
      requirements of this Agreement that it reasonably believed in good faith to
      be
      genuine and to have been duly executed by the proper authorities respecting
      any
      matters arising hereunder; and

     

     

    
      
        
        

      

      
        163

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    (4)  the
      Co-Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, consent, order, approval, bond or other paper or
      document;

     

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

     

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

     

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

     

    
      
        
        

      

      
        164

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (g)  The
      Co-Trustee hereunder shall, at all times, be a corporation or association
      organized and doing business under the laws of a state or the United States
      of
      America, authorized under such laws to exercise corporate trust powers, having
      a
      combined capital and surplus of at least $50,000,000, subject to supervision
      or
      examination by federal or state authority and with a credit rating that would
      not cause any of the Rating Agencies to reduce their respective ratings of
      any
      Class of Certificates below the ratings issued on the Closing Date (or having
      provided such security from time to time as is sufficient to avoid such
      reduction).  If such corporation or association publishes reports of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purposes of this
      Section 8.12 the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published.  In case at any time the
      Co-Trustee shall cease to be eligible in accordance with the provisions of
      this
      Section 8.12, the Co-Trustee shall resign immediately in the manner and with
      the
      effect specified in paragraph (h) below.  The corporation or national
      banking association serving as Co-Trustee may have normal banking and trust
      relationships with the Depositor, the Sellers and the Master Servicer and their
      respective affiliates; provided that such corporation cannot be an affiliate
      of
      the Master Servicer other than the Trustee in its role as successor to the
      Master Servicer.

     

    
      
        
        

      

      
        165

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                8.13   

            	
              Access
                to Records of the Trustee.

            


    

     

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

     

    
      	
              Section
                8.14   

            	
              Suits
                for Enforcement.

            


    

     

    If
      an
      Event of Default or other material default by the Master Servicer or the
      Depositor under this Agreement occurs and is continuing, at the direction of
      the
      Certificateholders holding not less than 51% of the Voting Rights or the NIM
      Insurer, the 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.

     

    
      
        
        

      

      
        166

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX.

    TERMINATION

     

    
      	
              Section
                9.01   

            	
              Termination
                upon Liquidation or Repurchase of all Mortgage
                Loans.

            


    

     

    Subject
      to Section 9.03 and Section 9.04, the Trust Fund shall terminate and the
      obligations and responsibilities of the Depositor, the Master Servicer, the
      Sellers, the Trustee and the Co-Trustee created hereby with respect to the
      Trust
      Fund shall terminate upon the earliest of (a) the purchase by the Master
      Servicer or NIM Insurer (the party exercising such purchase option, the
“Terminator”) of all of the Mortgage Loans (and REO Properties) at a price (the
“Termination Price”) equal to the sum of (i) 100% of the Stated Principal
      Balance of each Mortgage Loan (other than in respect of an REO Property), (ii)
      accrued interest thereon at the applicable Mortgage Rate (or, if such repurchase
      is effected by the Master Servicer, at the applicable Net Mortgage Rate), (iii)
      the appraised value of any REO Property (up to the Stated Principal Balance
      of
      the related Mortgage Loan), such appraisal to be conducted by an appraiser
      mutually agreed upon by the Terminator and the Trustee, (iv) any remaining
      unpaid costs and damages incurred by the Trust Fund that arises out of an actual
      violation of any predatory or abusive lending law or regulation and (v) if
      the
      Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the
      principal portion of any unreimbursed Advances, made on the Mortgage Loans
      prior
      to the exercise of such repurchase, (b) the purchase by the Winning Bidder
      of
      all of the Mortgage Loans (and REO Properties) after a Successful Auction is
      conducted pursuant to Section 9.04 and the related auction proceeds are
      distributed pursuant to Section 9.02(c) and (c) the later of (i) the maturity
      or
      other liquidation (or any Advance with respect thereto) of the last Mortgage
      Loan remaining in the Trust Fund and the disposition of all REO Property and
      (ii) the distribution to the Certificateholders of all amounts required to
      be
      distributed to them pursuant to this Agreement, as applicable.  In no
      event shall the trusts created hereby continue beyond the earlier of (i) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late Ambassador of the United States to the Court of
      St.
      James’s, living on the date hereof and (ii) the Latest Possible Maturity
      Date.

     

    Notwithstanding
      anything set forth herein to the contrary (including, without limitation, in
      Section 9.04), the right to purchase all Mortgage Loans and REO Properties
      by
      the Terminator or the Winning Bidder pursuant to clause (a) or clause (b) of
      the
      immediately preceding paragraph, as the case may be, shall be conditioned upon
      (1) the Stated Principal Balance of the Mortgage Loans, at the time of any
      such
      repurchase, aggregating ten percent (10%) or less of the sum of the aggregate
      Cut-off Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded
      Amount, (2) unless the NIM Insurer otherwise consents, the purchase price for
      such Mortgage Loans and REO Properties shall result in a final distribution
      on
      any NIM Insurer guaranteed notes that is sufficient (x) to pay such notes in
      full and (y) to pay any amounts due and payable to the NIM Insurer pursuant
      to
      the indenture related to such notes and (3) only in case of a purchase by the
      Master Servicer pursuant to clause (a) of the immediately preceding paragraph,
      the absence of a request for an auction, or the absence of a Successful Auction,
      of the Mortgage Loans and REO Properties pursuant to Section 9.04.

     

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

     

    
      
        
        

      

      
        167

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                9.02   

            	
              Final
                Distribution on the
                Certificates.

            


    

     

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

     

    (1)  If
      on any
      Determination Date, the Master Servicer determines that there are no Outstanding
      Mortgage Loans and no other funds or assets in the Trust Fund other than the
      funds in the Certificate Account, then the Master Servicer shall direct the
      Trustee promptly to send a final distribution notice to each Certificateholder
      in accordance with Section 9.02(b).  In the event such notice is
      given, the Master Servicer shall cause all funds in the Certificate Account
      to
      be remitted to the Trustee for deposit in the Distribution Account on or before
      the Business Day prior to the applicable Distribution Date, net of any amounts
      permitted to be withdrawn pursuant to Section 3.08(a).  Upon such
      final deposit with respect to the Trust Fund and the receipt by the Trustee
      of a
      Request for File Release therefor, the Co-Trustee shall promptly release to
      the
      Master Servicer the Mortgage Files for the Mortgage Loans.

     

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

     

    (3)  If
      the
      Directing Certificateholder does not exercise its right to cause an auction
      pursuant to Section 9.04 and the Terminator (after prior written notice to
      the
      Master Servicer if the Terminator is the NIM Insurer) elects to terminate the
      Trust Fund pursuant to Section 9.01, then at least 20 days prior to the date
      notice is to be mailed to Certificateholders in accordance with Section 9.02(b),
      the Terminator shall notify the Depositor and the Trustee of (a) its election
      to
      terminate the Trust Fund, (b) the Distribution Date on which it intends to
      terminate the Trust Fund pursuant to Section 9.01 and (c) the applicable
      purchase price of the Mortgage Loans and REO Properties.  In the event
      such notice is given, the Terminator shall remit to the Master Servicer, on
      or
      before the Business Day prior to the final Distribution Date, for deposit into
      the Certificate Account, the Termination Price.  The Master Servicer
      shall cause all funds in the Certificate Account, including the Termination
      Price, net of any amounts permitted to be withdrawn pursuant to Section 3.08(a),
      to be remitted to the Trustee for deposit in the Distribution Account on or
      before the Business Day prior to the applicable Distribution
      Date.  Upon such final deposit with respect to the Trust Fund and the
      receipt by the Trustee of a Request for File Release therefor, the Co-Trustee
      shall promptly release to the Master Servicer the Mortgage Files for the
      Mortgage Loans.

     

    
      
        
        

      

      
        168

        
          

        

      

      
        
        

      

    

     

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

     

    (c)  Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Certificateholders of each Class, in each case on the final
      Distribution Date and in the order set forth in Section 4.04 (and with respect
      to the Class C Certificates after a Successful Auction, Sections 9.04(g) and
      (k)) hereof and in proportion to their respective Percentage Interests from
      the
      Distribution Account (and, if applicable, the Carryover Reserve Fund) an amount
      equal to (i) as to each Class of Regular Certificates, the Certificate
      Principal Balance thereof plus accrued interest thereon (or on its Notional
      Amount, if applicable) in the case of an interest-bearing Certificate and
      (ii) as to the Class A-R Certificates, the amount, if any, which remains on
      deposit in the Distribution Account (other than the amounts retained to meet
      claims) after application pursuant to clause (i)
      above.  Notwithstanding the reduction of the Certificate Principal
      Balance of any Class of Certificates to zero, such Class will be outstanding
      hereunder (solely for the purpose of receiving distributions (if any) to which
      it may be entitled pursuant to the terms of this Agreement and not for any
      other
      purpose) until the termination of the respective obligations and
      responsibilities of the Depositor, each Seller, the Master Servicer and the
      Trustee hereunder in accordance with Article IX.

     

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

     

    
      	
              Section
                9.03   

            	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event the Terminator exercises its purchase option as provided in Section 9.01
      or there is a Successful Auction pursuant to Section 9.04, the Trust Fund shall
      be terminated in accordance with the following additional requirements, unless
      the Trustee has been supplied with an Opinion of Counsel, at the expense of
      the
      Terminator (or the Directing Certificateholder, in the case of a Successful
      Auction), to the effect that the failure of the Trust Fund to comply with the
      requirements of this Section 9.03 will not (i) result in the imposition of
      taxes
      on “prohibited transactions” on any REMIC as defined in Section 860F of the
      Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC
      at
      any time that any Certificates are outstanding:

     

    
      
        
        

      

      
        169

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (c)  The
      Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and
      sign such a plan of complete liquidation upon the written request of the Master
      Servicer, and the receipt of the Opinion of Counsel referred to in Section
      9.03(a)(1) and to take such other action in connection therewith as may be
      reasonably requested by the Terminator or the Directing Certificateholder,
      as
      applicable.

     

    
      	
              Section
                9.04   

            	
              Auction
                of the Mortgage Loans and REO
                Properties.

            


    

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      X.


     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              Section
                10.01       

            	
              Amendment.

            


    

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        175

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                10.02       

            	
              Recordation
                of Agreement; Counterparts.

            


    

     

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

     

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

     

    
      	
              Section
                10.03       

            	
              Governing
                Law.

            


    

     

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

     

    
      	
              Section
                10.04       

            	
              Intention
                of Parties.

            


    

     

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

     

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

     

    
      
        
        

      

      
        176

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Depositor hereby represents that:

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      parties to this Agreement shall not waive any of the representations set forth
      in this Section 10.04(b) without obtaining a confirmation of the then-current
      ratings of the Certificates.

     

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

     

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

     

    
      
        
        

      

      
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              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; and

     

    (4)  The
      final
      payment to Certificateholders.

     

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

     

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

     

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

     

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

     

    (c)  All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when sent by facsimile transmission, first class
      mail or delivered to (i) in the case of the Depositor, CWABS, Inc., 4500 Park
      Granada, Calabasas, California 91302, facsimile number: (818) 225-4016,
      Attention: Josh Adler, or such other address as may be hereafter furnished
      to
      the Sellers, the Master Servicer and the Trustee by the Depositor in writing;
      (ii) in the case of CHL, Countrywide Home Loans, Inc., 4500 Park Granada,
      Calabasas, California 91302, facsimile number (818) 225-4016, Attention: Josh
      Adler, or such other address as may be hereafter furnished to the Depositor,
      the
      Master Servicer and the Trustee by the Sellers in writing; (iii) in the case
      of
      Park Monaco, Park Monaco Inc., 4500 Park 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
      2007-11, or such other address as the Trustee may hereafter furnish to the
      parties hereto; (vii) in the case of the Co-Trustee, The Bank of New York Trust
      Company, N.A., 5730 Katella Avenue, Cypress, California 90630,
      Attention:  MBS Support Services, or such other address as the
      Co-Trustee may hereafter furnish to the Depositor, the Master Servicer and
      the
      Trustee; (viii) in the case of the Rating Agencies, (x) Moody’s Investors
      Service, Inc., Attention:  ABS Monitoring Department, 99 Church
      Street, Sixth Floor, New York, New York 10007, and (y) Standard & Poor’s
      Ratings Services, a division of The McGraw-Hill Companies,
      Attention:  Mortgage Surveillance Group, 55 Water Street, 41st Floor,
      New York,
      New York 10041; and (viii) in the case of the Swap Counterparty, Deutsche Bank
      AG, New York Branch, Attention: New York Derivatives Documentation, Facsimile:
      (212) 797-0779, Telephone: (212) 250-9425, 60 Wall Street, New York, New York
      10005, or such other address as may be hereafter furnished by the Swap
      Counterparty.  Notices to Certificateholders shall be deemed given
      when mailed, first postage prepaid, to their respective addresses appearing
      in
      the Certificate Register.

     

    
      
        
        

      

      
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              Section
                10.06       

            	
              Severability
                of Provisions.

            


    

     

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

     

    
      	
              Section
                10.07       

            	
              Assignment.

            


    

     

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

     

    
      	
              Section
                10.08       

            	
              Limitation
                on Rights of
                Certificateholders.

            


    

     

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

     

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

     

    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                10.09       

            	
              Inspection
                and Audit Rights.

            


    

     

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

     

    
      	
              Section
                10.10       

            	
              Certificates
                Nonassessable and Fully Paid.

            


    

     

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

     

    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                10.11       

            	
              Rights
                of NIM Insurer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        181

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                10.12       

            	
              Protection
                of Assets.

            


    

     

    (a)  Except
      for transactions and activities entered into in connection with the
      securitization that is the subject of this Agreement, the Trust Fund created
      by
      this Agreement is not authorized and has no power to:

     

    (1)  borrow
      money or issue debt;

     

    (2)  merge
      with another entity, reorganize, liquidate or sell assets; or

     

    (3)  engage
      in
      any business or activities.

     

    (b)  Each
      party to this Agreement agrees that it will not file an involuntary bankruptcy
      petition against the Trustee or the Trust Fund or initiate any other form of
      insolvency proceeding until the date that is one year and one day after the
      Certificates have been paid.

     

    
      
        
        

      

      
        182

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      XI.

     

    EXCHANGE
      ACT REPORTING

     

    
      	
              Section
                11.01       

            	
              Filing
                Obligations.

            


    

     

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

     

    
      	
              Section
                11.02       

            	
              Form
                10-D Filings.

            


    

     

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

     

    (b)  No
      later
      than each Distribution Date, each of the Master Servicer and the Trustee shall
      notify (and the Master Servicer shall cause any Subservicer to notify) the
      Depositor and the Master Servicer of any Form 10-D Disclosure Item, together
      with a description of any such Form 10-D Disclosure Item in form and substance
      reasonably acceptable to the Depositor.  In addition to such
      information as the Master Servicer and the Trustee are obligated to provide
      pursuant to other provisions of this Agreement, if so requested by the
      Depositor, each of the Master Servicer and the Trustee shall provide such
      information which is available to the Master Servicer and the Trustee, as
      applicable, without unreasonable effort or expense regarding the performance
      or
      servicing of the Mortgage Loans (in the case of the Trustee, based on the
      information provided by the Master Servicer) as is reasonably required to
      facilitate preparation of distribution reports in accordance with Item 1121
      of
      Regulation AB.  Such information shall be provided concurrently with
      the Remittance Reports in the case of the Master Servicer and the Monthly
      Statement in the case of the Trustee, commencing with the first such report
      due
      not less than five Business Days following such request.

     

    
      
        
        

      

      
        183

        
          

        

      

      
        
        

      

    

     

    (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 2008 (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 2008, the
      Master Servicer and the Trustee shall notify (and the Master Servicer shall
      cause any Subservicer to notify) the Depositor and the Master Servicer of any
      Form 10-K Disclosure Item, together with a description of any such Form 10-K
      Disclosure Item in form and substance reasonably acceptable to the
      Depositor.  Additionally, each of the Master Servicer and the Trustee
      shall provide, and shall cause each Reporting Subcontractor retained by the
      Master Servicer or the Trustee, as applicable, and in the case of the Master
      Servicer shall cause each Subservicer, to provide, the following information
      no
      later than March 15 of each year in which a Form 10-K is required to be filed
      on
      behalf of the Trust Fund: (i) if such Person’s report on assessment of
      compliance with servicing criteria described under Section 11.07 or related
      registered public accounting firm attestation report described under Section
      11.07 identifies any material instance of noncompliance, notification of such
      instance of noncompliance and (ii) if any such Person’s report on assessment of
      compliance with servicing criteria or related registered public accounting
      firm
      attestation report is not provided to be filed as an exhibit to such Form 10-K,
      information detailing the explanation why such report is not
      included.

     

    
      
        
        

      

      
        184

        
          

        

      

      
        
        

      

    

     

    
      	
              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 2008, the Master Servicer and the Trustee shall (unless such person
      is the Certifying Person), and the Master Servicer shall cause each Subservicer
      and each Reporting Subcontractor and the Trustee shall cause each Reporting
      Subcontractor to, provide to the Person who signs the Sarbanes-Oxley
      Certification (the “Certifying Person”) a certification (each, a
“Performance Certification”), in the form attached hereto as Exhibit X-1
      (in the case of a Subservicer or any Reporting Subcontractor of the Master
      Servicer or a Subservicer) and Exhibit X-2 (in the case of the Trustee or any
      Reporting Subcontractor of the Trustee), on which the Certifying Person, the
      entity for which the Certifying Person acts as an officer, and such entity’s
      officers, directors and Affiliates (collectively with the Certifying Person,
      “Certification Parties”) can reasonably rely.  The senior
      officer in charge of the servicing function of the Master Servicer shall serve
      as the Certifying Person on behalf of the Trust Fund.  Neither the
      Master Servicer nor the Depositor will request delivery of a certification
      under
      this clause unless the Depositor is required under the Exchange Act to file
      an
      annual report on Form 10-K with respect to the Trust Fund.  In the
      event that prior to the filing date of the Form 10-K in March of each year,
      the
      Trustee or the Depositor has actual knowledge of information material to the
      Sarbanes-Oxley Certification, the Trustee or the Depositor, as the case may
      be,
      shall promptly notify the Master Servicer and the Depositor.  The
      respective parties hereto agree to cooperate with all reasonable requests made
      by any Certifying Person or Certification Party in connection with such Person’s
      attempt to conduct any due diligence that such Person reasonably believes to
      be
      appropriate in order to allow it to deliver any Sarbanes-Oxley Certification
      or
      portion thereof with respect to the Trust Fund.

     

    
      	
              Section
                11.06       

            	
              Form
                15 Filing.

            


    

     

    Prior
      to
      January 30 of the first year in which the Depositor is able to do so under
      applicable law, the Depositor shall file a Form 15 relating to the automatic
      suspension of reporting in respect of the Trust Fund under the Exchange
      Act.

     

    
      
        
        

      

      
        185

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                11.07       

            	
              Report
                on Assessment of Compliance and
                Attestation.

            


    

     

    (a)  On
      or
      before March 15 of each calendar year, commencing in 2008:

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        186

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	
              Section
                11.08       

            	
              Use
                of Subservicers and
                Subcontractors.

            


    

     

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

     

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

     

    
      
        
        

      

      
        187

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                11.09       

            	
              Amendments.

            


    

     

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

     

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

     

    
      	
              Section
                11.10       

            	
              Reconciliation
                of Accounts.

            


    

     

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

     

    
      
        
        

      

      
        188

        
          

        

      

      
        
        

      

    

     

    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/  
                Elizabeth Chen	 
	 	 	Name: Elizabeth
                Chen 	 
	 	 	Title:   Senior
                Vice President 	 
	 	 	 	 


      

       

      
         

        
          	 	
                  COUNTRYWIDE
                    HOME LOANS, INC.,

                  as
                    a Seller

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/  
                  Elizabeth Chen	 
	 	 	Name: Elizabeth
                  Chen	 
	 	 	Title:   Senior
                  Vice President 	 
	 	 	 	 


        

         

        
           

          
            	 	
                    PARK
                      MONACO INC.,

                    as
                      a Seller

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/  
                    Elizabeth Chen	 
	 	 	Name: Elizabeth
                    Chen	 
	 	 	Title:   Senior
                    Vice President 	 
	 	 	 	 


          

           

        

      

      
         

        
          	 	
                  PARK
                    SIENNA LLC,

                  as
                    a Seller

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ 
                  Elizabeth Chen	 
	 	 	Name: Elizabeth
                  Chen	 
	 	 	Title:   Senior
                  Vice President 	 
	 	 	 	 


        

        
 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          	 	
                  COUNTRYWIDE
                    HOME LOANS SERVICING LP,

                  
                    as
                      Master Servicer

                  

                	 
	 	 	 	 
	 	By:	COUNTRYWIDE
                  GP, INC.	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/  
                  Elizabeth Chen	 
	 	 	Name: Elizabeth
                  Chen	 
	 	 	Title:   Senior
                  Vice President 	 
	 	 	 	 


        

         

         

        
          	 	
                  THE
                    BANK OF NEW YORK,

                  
                    as
                      Trustee

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

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


        

         

      

       

      
        	 	
                THE
                  BANK OF NEW YORK 

                (solely
                  with respect to its obligations under Section
                  4.01(d))

              	 
	 	 	 	 
	
                 

              	
                By:
                  

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


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                THE BANK OF
                  NEW YORK
                  TRUST COMPANY, N.A.

                as
                  Co-Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/  
                Lila Garlin	 
	 	 	Name: 
Lila
                Garlin	 
	 	 	Title:  
Vice
                President	 
	 	 	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF LOS ANGELES

              	
                )

              	 


      

       

    

    On
      this 29th day of June, 2007, before me, a notary public in and for said
      State, appeared Elizabeth Chen, personally known to me on the basis of
      satisfactory evidence to be an Senior Vice President of Countrywide Home Loans,
      Inc., one of the corporations that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such corporation
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    
       

      
        
          
            	 	
                    /s/
                      Glenda Daniel

                  
	 	
                    Notary
                      Public

                  


          

        

        [Notarial
          Seal]

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF LOS ANGELES

              	
                )

              	 


      

    

    


    On
      this
      29th day of June, 2007, before me, a notary public in and for said State,
      appeared Elizabeth Chen, personally known to me on the basis of satisfactory
      evidence to be an Senior Vice President of Countrywide GP, Inc., the parent
      company of Countrywide Home Loans Servicing LP, one of the organizations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of such limited partnership and acknowledged to me that
      such limited partnership executed the within instrument.

     

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

    
       

       

      
        
          
            
              	 	
                      /s/
                        Glenda Daniel

                    
	 	
                      Notary
                        Public

                    


            

          

          [Notarial
            Seal]

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  STATE
                    OF CALIFORNIA

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF LOS ANGELES

                	
                  )

                	 


        

      

       

    

    On
      this
      29th day of June, 2007, before me, a notary public in and for said State,
      appeared Elizabeth Chen, personally known to me on the basis of satisfactory
      evidence to be an Senior Vice President of CWABS, Inc., one of the corporations
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of such corporation and acknowledged to me that such
      corporation executed the within instrument.

     

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

    
      
         

         

        
          
            
              
                	 	
                        /s/
                          Glenda Daniel

                      
	 	
                        Notary
                          Public

                      


              

            

            [Notarial
              Seal]

          

        

      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    STATE
                      OF CALIFORNIA

                  	
                    )

                  	 
	 	
                    )

                  	
                    ss.:

                  
	
                    COUNTY
                      OF LOS ANGELES

                  	
                    )

                  	 


          

        

         

      

    

    On
      this
      29th day of June, 2007, before me, a notary public in and for said State,
      appeared Elizabeth Chen, personally known to me on the basis of satisfactory
      evidence to be an Senior Vice President of Park Monaco Inc., one of the
      corporations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation and acknowledged to me
      that
      such corporation executed the within instrument.

     

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

     

    
      
        
          
            
              	 	
                      /s/
                        Glenda Daniel

                    
	 	
                      Notary
                        Public

                    


            

          

          [Notarial
            Seal]

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  STATE
                    OF CALIFORNIA

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF LOS ANGELES

                	
                  )

                	 


        

      

       
On this 29th day of June, 2007, before me, a notary public in
      and for said State, appeared Elizabeth Chen, personally known to me on the
      basis
      of satisfactory evidence to be an Senior Vice President of Park Sienna LLC,
      one
      of the entities that executed the within instrument, and also known to me to
      be
      the person who executed it on behalf of such entity and acknowledged to me
      that
      such entity executed the within instrument.

     

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

     

    
      
        
          
            	 	
                    /s/
                      Glenda Daniel

                  
	 	
                    Notary
                      Public

                  


          

        

        [Notarial
          Seal]


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            
              	
                      STATE
                        OF NEW YORK

                    	
                      )

                    	 
	 	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
                        OF NEW YORK

                    	
                      )

                    	 


            

          

          
            
               

            

          

        

      

    

    On
      this
      29th day of June, 2007 before me, a notary public in and for said State,
      appeared Michelle K. Penson, personally known to me on the basis of satisfactory
      evidence to be a Vice President of The Bank of New York, a New York banking
      corporation that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

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

    
       

      
        
          
            
              	 	
                      /s/
                        Carolyn Zimmer

                    
	 	
                      Notary
                        Public

                    


            

          

          [Notarial
            Seal]

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

    

    
      
         

      

    

    On
      this
      29th day of June, 2007 before me, a notary public in and for said State,
      appeared Paul Connolly, personally known to me on the basis of satisfactory
      evidence to be a Vice President of The Bank of New York, a New York banking
      corporation that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

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

    
      
         

        
          
            
              
                	 	
                        /s/
                          Carolyn Zimmer

                      
	 	
                        Notary
                          Public

                      


              

            

            [Notarial
              Seal]

          

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  STATE
                    OF CALIFORNIA

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF LOS ANGELES

                	
                  )

                	 


        

      

    

     

    On
      this 29th day of June, 2007, before me, a notary public in and for said
      State, appeared Ernest Ulate Jr., personally known to me on the basis of
      satisfactory evidence to be a Vice President of The Bank of New York Trust
      Company, N.A., one of the corporations that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of such corporation
      and acknowledged to me that such corporation executed the within
      instrument.

     

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

    
      
        
           

          
            
              
                
                  	 	
                          /s/
                            Mary Phu Yeung

                        
	 	
                          Notary
                            Public

                        


                

              

              [Notarial
                Seal]

            

          

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibits
      A-1

    through
      A-19

     

    [Exhibits
      A-1 through A-19 are

     

    photocopies
      of such Certificates as delivered.]

    [See
      appropriate documents delivered at closing.]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    Exhibit
      B
      is a photocopy

    of
      the
      Class P Certificates

    as
      delivered.


     

    [See
      appropriate document delivered at closing.]

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    Exhibit
      C
      is a photocopy

    of
      the
      Class C Certificates

    as
      delivered.

     

    [See
      appropriate document delivered at closing.]

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    Exhibit
      D

     

    Exhibit
      D
      is a photocopy

    of
      the
      Class A-R Certificate

    as
      delivered.

     

    [See
      appropriate documents delivered at closing.]

     


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    Exhibit
      E

     

    Exhibit
      E
      is a photocopy

    of
      the
      Tax Matters Person Certificate

    as
      delivered.


     

    [See
      appropriate documents delivered at closing.]

     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    Exhibit
      F-1 and F-2

     

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


     

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

     


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

     

    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

    


     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]

    


     

    
      	
               

            	
              Re:

            	
              CWABS
                Asset-Backed Certificates, Series
                2007-11

            


    

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      June 1, 2007 (the “Pooling and Servicing Agreement”) among CWABS, Inc., as
      Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
      a
      Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
      as
      Master Servicer, the undersigned, as Trustee, and The Bank of New York Trust
      Company, N.A., as Co-Trustee, the undersigned, as Trustee, hereby certifies
      that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
      than
      any Mortgage Loan paid in full or listed in the attached list of exceptions)
      the
      Co-Trustee has received:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    


    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

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G-2

     

    FORM
      OF
      INTERIM CERTIFICATION OF TRUSTEE

     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]


    


     

    
      	
               

            	
              Re:

            	
              CWABS
                Asset-Backed Certificates, Series
                2007-11

            


    

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      June 1, 2007 (the “Pooling and Servicing Agreement”) among CWABS, Inc., as
      Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
      a
      Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
      as
      Master Servicer, the undersigned, as Trustee, and The Bank of New York Trust
      Company, N.A., as Co-Trustee, the undersigned hereby certifies that [, with
      respect to the Subsequent Mortgage Loans delivered in connection with the
      Subsequent Transfer Agreement, dated as of __________ (the “Subsequent Transfer
      Agreement”) among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a
      Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, and The
      Bank of New York, as Trustee], except as listed in the following paragraph,
      as
      to each [Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the [related
      supplement to the] Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on the attached list of exceptions) the  Co-Trustee has
      received:

     

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

     

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

    
       

      
        
          
          

        

        
          G-2-1

          
            

          

        

        
          
          

        

      

       

    

    (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 2007-11, CWABS, Inc., by The Bank of New York, a New York
      banking corporation, as trustee under the Pooling and Servicing Agreement dated
      as of June 1, 2007, without recourse” or a copy of such assignment, with
      recording information, or, in the case of each [Initial Mortgage
      Loan][Subsequent Mortgage Loan] with respect to property located in the State
      of
      California that is not a MERS Mortgage Loan, a duly executed assignment of
      the
      Mortgage in blank (each such assignment, when duly and validly completed, to
      be
      in recordable form and sufficient to effect the assignment of and transfer
      to
      the assignee thereof, under the Mortgage to which such assignment
      relates);

     

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

     

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

     

    (vi)           the
      original or duplicate original lender’s title policy or a copy of lender’s title
      policy or a printout of the electronic equivalent and all riders thereto or,
      in
      the event such original title policy has not been received from the insurer,
      any
      one of an original title binder, an original preliminary title report or an
      original title commitment, or a copy thereof certified by the title company,
      with the original policy of title insurance to be delivered within one year
      of
      the Closing Date.

     

    In
      the
      event that in connection with any [Initial Mortgage Loan][Subsequent Mortgage
      Loan] that is not a MERS Mortgage Loan the applicable Seller cannot deliver
      the
      original recorded Mortgage or all interim recorded assignments of the Mortgage
      satisfying the requirements of clause (ii), (iii) or (iv), as applicable, the
      Trustee has received, in lieu thereof, a true and complete copy of such Mortgage
      and/or such assignment or assignments of the Mortgage, as applicable, each
      certified by the applicable Seller, the applicable title company, escrow agent
      or attorney, or the originator of such [Initial Mortgage Loan][Subsequent
      Mortgage Loan], as the case may be, to be a true and complete copy of the
      original Mortgage or assignment of Mortgage submitted for
      recording.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such [Initial Mortgage
      Loan][Subsequent Mortgage Loan], and (ii) the information set forth in items
      (i), (iv), (v), (vi), (viii), (ix) and (xv) of the definition of the “Mortgage
      Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately
      reflects information set forth in the Mortgage File.

    
       

      
        
          
          

        

        
          G-2-2

          
            

          

        

        
          
          

        

      

       

    

    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
      [related supplement to the] Mortgage Loan Schedule or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    
      
        
        

      

      
        G-2-3

        
          

        

      

      
        
        

      

       

    

    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

            
              

            

          

          
            
            

          

        

         

      

    

    EXHIBIT
      G-3


     

    FORM
      OF
      DELAY DELIVERY CERTIFICATION

     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]


     

    
      	
               

            	
              Re:

            	
              CWABS
                Asset-Backed Certificates, Series
                2007-11

            


    

     

    Gentlemen:

     

    [Reference
      is made to the Initial Certification of Trustee relating to the above-referenced
      series, with the schedule of exceptions attached thereto, delivered by the
      undersigned, as Trustee, on the Closing Date in accordance with Section 2.02
      of
      the Pooling and Servicing Agreement dated as of June 1, 2007 (the “Pooling and
      Servicing Agreement”) among CWABS, Inc., as Depositor, Countrywide Home Loans,
      Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
      Countrywide Home Loans Servicing LP, as Master Servicer, the undersigned, as
      Trustee, and The Bank of New York Trust Company, N.A., as
      Co-Trustee.]  The undersigned hereby certifies that [, with respect to
      the Subsequent Mortgage Loans delivered in connection with the Subsequent
      Transfer Agreement, dated as of __________ (the “Subsequent Transfer Agreement”)
      among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
      Park
      Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, and The Bank of New
      York, as Trustee,] as to each Delay Delivery Mortgage Loan listed on the
      Schedule A attached hereto (other than any [Initial Mortgage Loan][Subsequent
      Mortgage Loan] paid in full or listed on Schedule B attached hereto) it has
      received:

     

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

     

    (2)           in
      the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] that is
      not a
      MERS Mortgage Loan, a duly executed assignment of the Mortgage to “Asset-Backed
      Certificates, Series 2007-11, CWABS, Inc., by The Bank of New York, a New York
      banking corporation, as trustee under the Pooling and Servicing Agreement dated
      as of June 1, 2007, without recourse” or a copy of such assignment, with
      recording information, or, in the case of each [Initial Mortgage
      Loan][Subsequent Mortgage Loan] with respect to property located in the State
      of
      California that is not a MERS Mortgage Loan, a duly executed assignment of
      the
      Mortgage in blank (each such assignment, when duly and validly completed, to
      be
      in recordable form and sufficient to effect the assignment of and transfer
      to
      the assignee thereof, under the Mortgage to which such assignment
      relates).

     

    
      
        
          
          

        

        
          G-3-1

          
            

          

        

        
          
          

        

      

    

     

    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
      [related supplement to the] 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

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      G-4


     

    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

    (SUBSEQUENT
      MORTGAGE LOANS)

     

    [Date]

     

    [Depositor]

    


    [Sellers]

    


    [Master
      Servicer]

    


     

    
      	
               

            	
              Re:

            	
              CWABS
                Asset-Backed Certificates, Series
                2007-11

            


    

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      June 1, 2007 (the “Pooling and Servicing Agreement”) among CWABS, Inc., as
      Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
      a
      Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
      as
      Master Servicer, the undersigned, as Trustee, and The Bank of New York Trust
      Company, N.A., as Co-Trustee, the undersigned hereby certifies that, as to
      each
      Subsequent Mortgage Loan listed in the related supplement to the 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 related supplement to the
      Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness
      or suitability of any such Subsequent Mortgage Loan.

     

    
      
        
          
          

        

        
          G-4-1

          
            

          

        

        
          
          

        

      

    

     

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

            
              	 	
                      The
                        Bank of New York,

                         
as
                        Trustee

                    	 
	 	
                       

                       

                       

                    	 	 
	
                       

                    	
                      By:
                        

                    	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


            

             

          

           

           

          
            
              
              

            

            
              G-4-2

              
                

              

            

            
              
              

            

          

           
EXHIBIT
          H


      

    

     

    FORM
      OF
      FINAL CERTIFICATION OF TRUSTEE

     

    [Date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Sellers]

     

     

    
      	
               

            	
              Re:

            	
              CWABS
                Asset-Backed Certificates, Series
                2007-11

            


    

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
      of
      January 1, 2007 (the “Pooling and Servicing Agreement”) among CWABS, Inc., as
      Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
      a
      Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
      as
      Master Servicer, the undersigned, as Trustee, and The Bank of New York Trust
      Company, N.A., as Co-Trustee, the undersigned hereby certifies that[, with
      respect to the Subsequent Mortgage Loans delivered in connection with the
      Subsequent Transfer Agreement, dated as of __________ (the “Subsequent Transfer
      Agreement”) among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a
      Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The
      Bank
      of New York, as Trustee,] as to each [Initial Mortgage Loan][Subsequent Mortgage
      Loan] listed in the [related supplement to the] Mortgage Loan Schedule (other
      than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or
      listed on the attached 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 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];

    
       

      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

       

    

    (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 2007-11, CWABS, Inc., by The Bank of New York, a New York
      banking corporation, as trustee under the Pooling and Servicing Agreement dated
      as of June 1, 2007, without recourse” or a copy of such assignment, with
      recording information, or, in the case of each [Initial Mortgage
      Loan][Subsequent Mortgage Loan] with respect to property located in the State
      of
      California that is not a MERS Mortgage Loan, a duly executed assignment of
      the
      Mortgage in blank (each such assignment, when duly and validly completed, to
      be
      in recordable form and sufficient to effect the assignment of and transfer
      to
      the assignee thereof, under the Mortgage to which such assignment
      relates);

     

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

     

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

     

    (vi)           the
      original or duplicate original lender’s title policy or a copy of lender’s title
      policy or a printout of the electronic equivalent and all riders thereto or
      any
      one of an original title binder, an original preliminary title report or an
      original title commitment, or a copy thereof certified by the title
      company.

     

    If
      the
      public recording office in which a Mortgage or assignment thereof is recorded
      has retained the original of such Mortgage or assignment, the Trustee has
      received, in lieu thereof, a copy of the original Mortgage or assignment so
      retained, with evidence of recording thereon, certified to be true and complete
      by such recording office.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (ii) the information set forth in items (i), (iv), (v), (vi), (viii), (ix)
      and
      (xv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the
      Pooling and Servicing Agreement accurately reflects information set forth in
      the
      Mortgage File.

     

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

     

    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

       

    

    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

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      I

     

    TRANSFER
      AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

    
       

      
        
          	 STATE
                  OF 	 )
	 	 )       ss.:
	 COUNTY
                  OF 	 )


        

         

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

     

    1.           The
      undersigned is an officer of _______________, the proposed Transferee of an
      Ownership Interest in a Class A-R Certificate (the “Certificate”) issued
      pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2007 (the
      “Agreement”), by and among CWABS, Inc., as depositor (the “Depositor”),
      Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park
      Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master
      Servicer, The Bank of New York, as Trustee, and The Bank of New York Trust
      Company, N.A., as Co-Trustee.  Capitalized terms used, but not defined
      herein or in Exhibit 1 hereto, shall have the meanings ascribed to such terms
      in
      the Agreement.  The Transferee has authorized the undersigned to make
      this affidavit on behalf of the Transferee.

     

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

     

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

     

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

    
       

      
        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        

         

      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        *           *           *

         

         

        
          
            
            

          

          
            I-2

            
              

            

          

          
            
            

          

        

         

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

         

        
          	 	
                  [NAME
                    OF TRANSFEREE]

                	 
	 	
                   

                   

                   

                	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

         

        [Corporate
          Seal]

         

        ATTEST:

         

        _________________________

        [Assistant]
          Secretary

         

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

         

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

         

         

        
          	 	
                   _____________________________________

                
	 	                 NOTARY
                  PUBLIC
                  My
                    Commission expires the ___ day of

                  ,
                    20__.

                
	 	 


        

         

         

        
          
            
            

          

          
            I-3

            
              

            

          

          
            
            

          

        

         

        Certain
          Definitions

         

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

         

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

         

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

         

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

         

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

         

         

        
          
            
            

          

          
            I-4

            
              

            

          

          
            
            

          

        

      

      


      Section
        5.02(c) of the Agreement

       

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

       

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

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          I-5

          
            

          

        

        
          
          

        

         

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

           

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

           


          
            
              
              

            

            
              I-6

              
                

              

            

            
              
              

            

          



         

         

         

         

         

         

         

         

      

    

    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 2007-11

              

            


    

    
Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the Class A-R Certificates, we certify that
      we have no knowledge that the Transferee is not a Permitted
      Transferee.  All capitalized terms used herein but not defined herein
      shall have the meanings assigned to them in the Pooling and Servicing Agreement
      dated as of June 1, 2007, among CWABS, Inc., as Depositor, Countrywide Home
      Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as
      a
      Seller, Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of
      New
      York, as Trustee, and The Bank of New York Trust Company, N.A., as
      Co-Trustee.

     

     

      Very
        truly yours,

       

       

      __________________________________

      Name
        of
        Transferor

       

      By:
        _______________________________

      Name:

      Title:

       

      
        
          
          

        

        
          J-1-1

          
            

          

        

        
          
          

        

      

    

     

    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
                2007-11, Class
                [   ]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above-captioned Certificates we certify
      that (a) we understand that the Certificates have not been registered under
      the
      Securities Act of 1933, as amended (the “Act”), and are being disposed by us in
      a transaction that is exempt from the registration requirements of the Act,
      (b)
      we have not offered or sold any Certificates to, or solicited offers to buy
      any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the
      Act.  All capitalized terms used herein but not defined herein shall
      have the meanings assigned to them in the Pooling and Servicing Agreement dated
      as of June 1, 2007, among CWABS, Inc., as Depositor, Countrywide Home Loans,
      Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
      Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New York,
      as Trustee, and The Bank of New York Trust Company, N.A., as
      Co-Trustee.

    
       

        Very
          truly yours,

        


         

        __________________________________

        Name
          of
          Transferor

         

        By:
          _______________________________

        Name:

        Title:

      



    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    


    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 Street

        New
          York,
          New York  10286

         

      

    

    
      	
               

            	
              Re:

            	
              CWABS,
                Inc. Asset-Backed Certificates,

              Series
                2007-11, Class [   ]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Certificates we certify
      that (a) we understand that the Certificates are not being registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates, (c)
      we
      have had the opportunity to ask questions of and receive answers from the
      Depositor concerning the purchase of the Certificates and all matters relating
      thereto or any additional information deemed necessary to our decision to
      purchase the Certificates, (d) (I) either (i) we are not an employee benefit
      plan that is subject to the Employee Retirement Income Security Act of 1974,
      as
      amended, or a plan or arrangement that is subject to Section 4975 of the
      Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
      such plan or arrangement, or using the assets of any such plan or arrangement
      to
      effect such acquisition or (ii) (A) (if the above-captioned Certificates are
      ERISA-Restricted Certificates) if the Certificates have been the subject of
      an
      ERISA-Qualifying Underwriting, we are an insurance company which is purchasing
      such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding of such
      Certificates are covered under Sections I and III of PTCE 95-60, or (B) (if
      the
      above-captioned Certificates are not ERISA-Restricted Certificates) it is an
      “accredited investor” as defined in Rule 501(a)(1) under the Act, and (II) we
      will obtain from our transferee such a representation and agreement described
      in
      this clause (d), (e) we are acquiring the Certificates for investment for our
      own account and not with a view to any distribution of such Certificates (but
      without prejudice to our right at all times to sell or otherwise dispose of
      the
      Certificates in accordance with clause (g) below), (f) we have not offered
      or
      sold any Certificates to, or solicited offers to buy any Certificates from,
      any
      person, or otherwise approached or negotiated with any person with respect
      thereto, or taken any other action which would result in a violation of Section
      5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any
      Certificates unless (1) such sale, transfer or other disposition is made
      pursuant to an effective registration statement under the Act or is exempt
      from
      such registration requirements, and if requested, we will at our expense provide
      an opinion of counsel satisfactory to the addressees of this Certificate that
      such sale, transfer or other disposition may be made pursuant to an exemption
      from the Act, (2) the purchaser or transferee of such Certificate has executed
      and delivered to you a certificate to substantially the same effect as this
      certificate, and (3)the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Pooling and Servicing
      Agreement.

    
       

      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

       

      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 April
        1,
        2007, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a
        Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
        Home Loans Servicing LP, as Master Servicer, The Bank of New York, as Trustee,
        and The Bank of New York Trust Company, N.A., as Co-Trustee.

       

      Very
        truly yours,

      


       

      __________________________________

      Name
        of
        Transferee


       

      By:
        _______________________________

      Authorized
        Officer

       

       

      
        
          
          

        

        
          K-2

          
            

          

        

        
          
          

        

      

    


    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
                  2007-11, Class
                  [   ]

              

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Certificates we certify
      that (a) we understand that the Certificates are not being registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates, (c)
      we
      have had the opportunity to ask questions of and receive answers from the
      Depositor concerning the purchase of the Certificates and all matters relating
      thereto or any additional information deemed necessary to our decision to
      purchase the Certificates, (d) (I) either (i) we are not an employee benefit
      plan that is subject to the Employee Retirement Income Security Act of 1974,
      as
      amended, or a plan or arrangement that is subject to Section 4975 of the
      Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
      such plan or arrangement, or using the assets of any such plan or arrangement
      to
      effect such acquisition or (ii) (A) (if the above-captioned Certificates are
      ERISA-Restricted Certificates) if the Certificates have been the subject of
      an
      ERISA-Qualifying Underwriting, we are an insurance company which is purchasing
      such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding of such
      Certificates are covered under Sections I and III of PTCE 95-60, or (B) (if
      the
      above-captioned Certificates are not ERISA-Restricted Certificates) it is an
      “accredited investor” as defined in Rule 501(a)(1) under the Act, and (II) we
      will obtain from our transferee such a representation and agreement described
      in
      this clause (d), (e) we have not, nor has anyone acting on our behalf offered,
      transferred, pledged, sold or otherwise disposed of the Certificates, any
      interest in the Certificates or any other similar security to, or solicited
      any
      offer to buy or accept a transfer, pledge or other disposition of the
      Certificates, any interest in the Certificates or any other similar security
      from, or otherwise approached or negotiated with respect to the Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the Securities
      Act or require registration pursuant thereto, nor will act, nor has authorized
      or will authorize any person to act, in such manner with respect to the
      Certificates, (f) we are a “qualified institutional buyer” as that term is
      defined in Rule 144A under the Securities Act and have completed either of
      the
      forms of certification to that effect attached hereto as Annex 1 or Annex
      2.  We are aware that the sale to us is being made in reliance on Rule
      144A.  We are acquiring the Certificates for our own account or for
      resale pursuant to Rule 144A and further, understand that such Certificates
      may
      be resold, pledged or transferred only (i) to a person reasonably believed
      to be
      a qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities
      Act.

    
       

      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      

       

      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 April
        1,
        2007, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a
        Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
        Home Loans Servicing LP, as Master Servicer, The Bank of New York, as Trustee,
        and The Bank of New York Trust Company, N.A., as Co-Trustee.

       

      Very
        truly yours,

      


       

      __________________________________

      Name
        of
        Transferee


       

      By:
        _______________________________

      Authorized
        Officer

       

      


      
        
          
          

        

        
          L-2

          
            

          

        

        
          
          

        

      

       
ANNEX
      1 TO EXHIBIT L


     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


     

    [For
      Transferees Other Than Registered Investment Companies]

     

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

     

    
      	
               

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

            


    

     

    
      	
               

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

            	
              Insurance
                Company.  The Buyer is an insurance company whose primary and
                predominant business activity is the writing of insurance or the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State, territory or the District of
                Columbia.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

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

            


    

     

    
      	
               

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

            


    

     

    
      	
               

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

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

            


    

    
       

      
        	 	
                ____________________________________

                Print
                  Name of Buyer

                 

                 

                By:
                  _________________________________

                Name:

                Title:

                 

                 

                Date:
                  ________________________________

              


      

       

      
        
          
            
            

          

          
            L-5

            
              

            

          

          
            
            

          

        

      

      


      ANNEX
        2 TO EXHIBIT L

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


       

      [For
        Transferees That are Registered Investment Companies]

       

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

       

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

       

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

       

      
        	
                 

              	
                ___

              	
                The
                  Buyer owned $      in securities (other than
                  the excluded securities referred to below) as of the end of the
                  Buyer’s
                  most recent fiscal year (such amount being calculated in accordance
                  with
                  Rule 144A).

              


      

       

      
        	
                 

              	
                ___

              	
                The
                  Buyer is part of a Family of Investment Companies which owned in
                  the
                  aggregate $   in securities (other than the excluded
                  securities referred to below) as of the end of the Buyer’s most recent
                  fiscal year (such amount being calculated in accordance with Rule
                  144A).

              


      

       

      The
        term
“Family of Investment Companies” as used herein means two or more registered
        investment companies (or series thereof) that have the same investment adviser
        or investment advisers that are affiliated (by virtue of being majority owned
        subsidiaries of the same parent or because one investment adviser is a majority
        owned subsidiary of the other).

       

      The
        term
“securities” as used herein does not include (i) securities of issuers that are
        affiliated with the Buyer or are part of the Buyer’s Family of Investment
        Companies, (ii) securities issued or guaranteed by the U.S. or any
        instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
        (iv) loan participations, (v) repurchase agreements, (vi) securities owned
        but
        subject to a repurchase agreement and (vii) currency, interest rate and
        commodity swaps.

       

      
        
          
          

        

        
          L-6

          
            

          

        

        
          
          

        

      

       

      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 Advisor

                 

                 

                By:
                  _________________________________

                Name:

                Title:

                 

                 

                IF
                  AN ADVISER

                 

                ____________________________________

                Print
                  Name of Buyer

                 

                Date:_________________________________

              


      

       

      
        
          
            
            

          

          
            L-7

            
              

            

          

          
            
            

          

        

      

      


      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 2007-6, the documents referred to below
        (the
“Documents”).  All capitalized terms not otherwise defined in this
        Request for Document Release shall have the meanings given them in the Pooling
        and Servicing Agreement dated as of March 1, 2007 (the “Pooling and Servicing
        Agreement”) among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a
        Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
        Home Loans Servicing LP, as Master Servicer, The Bank of New York, as Trustee,
        and The Bank of New York Trust Company, N.A., as Co-Trustee.

       

      
        	
                (_)

              	
                Mortgage
                  Note dated ___________, ____, in the original principal sum of
                  $________,
                  made by __________________, payable to, or endorsed to the order
                  of, the
                  Trustee.

              


      

       

      
        	
                (_)

              	
                Mortgage
                  recorded on _________________ as instrument no. ________________
                  in the
                  County Recorder’s Office of the County of ________________, State of
                  _______________ in book/reel/docket _______________ of official
                  records at
                  page/image _____________.

              


      

       

      
        	
                (_)

              	
                Deed
                  of Trust recorded on _________________ as instrument no. ________________
                  in the County Recorder’s Office of the County of ________________, State
                  of _______________ in book/reel/docket _______________ of official
                  records
                  at page/image _____________.

              


      

       

      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

       

      
        	
                (_)

              	
                Assignment
                  of Mortgage or Deed of Trust to the Trustee, recorded on _________________
                  as instrument no. __________ in the County Recorder’s Office of the County
                  of __________, State of _______________ in book/reel/docket
                  _______________ of official records at page/image
                  _____________.

              


      

       

      
        	
                (_)

              	
                Other
                  documents, including any amendments, assignments or other assumptions
                  of
                  the Mortgage Note or Mortgage.

              


      

       

      
        	
                (_)

              	
                ______________________________________________

              


      

       

      
        	
                (_)

              	
                ______________________________________________

              


      

       

      
        	
                (_)

              	
                ______________________________________________

              


      

       

      
        	
                (_)

              	
                ______________________________________________

              


      

       

      The
        undersigned Master Servicer hereby acknowledges and agrees as
        follows:

       

      (1)           The
        Master Servicer shall hold and retain possession of the Documents in trust
        for
        the benefit of the Trust Fund, solely for the purposes provided in the Pooling
        and Servicing Agreement.

       

      (2)           The
        Master Servicer shall not cause or knowingly permit the Documents to become
        subject to, or encumbered by, any claim, liens, security interest, charges,
        writs of attachment or other impositions nor shall the Master Servicer assert
        or
        seek to assert any claims or rights of setoff to or against the Documents
        or any
        proceeds thereof.

       

      (3)           The
        Master Servicer shall return each and every Document previously requested
        from
        the Mortgage File to the Trustee when the need therefor no longer exists,
        unless
        the Mortgage Loan relating to the Documents has been liquidated and the proceeds
        thereof have been remitted to the Certificate Account and except as expressly
        provided in the Pooling and Servicing Agreement.

       

      (4)           The
        Documents and any proceeds thereof, including any proceeds of proceeds, coming
        into the possession or control of the Master Servicer shall at all times
        be
        earmarked for the account of the Trust Fund, and the Master Servicer shall
        keep
        the Documents and any proceeds separate and distinct from all  other
        property in the Master Servicer’s possession, custody or control.

       

      
        	 	
                [Master
                  Servicer]

                 

                By  __________________________________

                 

                Its  __________________________________

                 

                Date:
                  _________________, ____

              


      

       

      
        
          
            
            

          

          
            M-2

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        N

       

      FORM
        OF
        REQUEST FOR FILE RELEASE

       

      OFFICER’S
        CERTIFICATE AND TRUST RECEIPT

      ASSET-BACKED
        CERTIFICATES,

      Series
        2007-6

       

      __________________________________________
        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

            
              

            

          

          
            
            

          

        

      

      


      Exhibit
        O

       

      Exhibit
        O
        is a photocopy

      of
        the
        Depository Agreement

      as
        delivered.

       

      [See
        appropriate documents delivered at closing.]

       

      
        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        P

       

      FORM
        OF
        SUBSEQUENT TRANSFER AGREEMENT

       

      SUBSEQUENT
        TRANSFER AGREEMENT,  dated as of ____________, 200[_] (this
“Subsequent Transfer Agreement”), among CWABS, INC., a Delaware corporation, as
        depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC., a New York
        corporation, in its capacity as a seller under the Pooling and Servicing
        Agreement referred to below (“CHL”), PARK MONACO INC., a Delaware corporation,
        in its capacity as a seller under the Pooling and Servicing Agreement (“Park
        Monaco”), PARK SIENNA LLC, a Delaware limited liability company, in its capacity
        as a seller under the Pooling and Servicing Agreement (“Park Sienna” and,
        together with CHL and Park Monaco, the “Sellers”) and The Bank of New York, a
        New York banking corporation, as trustee (the “Trustee”);

       

      WHEREAS,
        the Depositor, CHL, Park Monaco, Park Sienna, the Trustee, Countrywide Home
        Loans Servicing LP, as Master Servicer, and The Bank of New York Trust Company
        N.A., as Co-Trustee, have entered in the Pooling and Servicing Agreement,
        dated
        as of March 1, 2007 (the “Pooling and Servicing Agreement”), relating to the
        CWABS, Inc. Asset-Backed Certificates, Series 2007-6 (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

            
              

            

          

          
            
            

          

        

      

      


      (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

            
              

            

          

          
            
            

          

        

      

      


      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

            
              

            

          

          
            
            

          

        

      

      


       

      


       

      
        	 	
                THE
                  BANK OF NEW YORK,

                not
                  in its individual capacity,

                but
                  solely as Trustee

                 

                 

                By:___________________________________

                Name:

                Title:

              


      

      


      
        
          
            
            

          

          
            P-4

            
              

            

          

          
            
            

          

        

      

       

      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

            
              

            

          

          
            
            

          

        

      

      

EXHIBIT
      Q

     

    [RESERVED]


     


    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R

     

    [RESERVED]


     


    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

     

    [RESERVED]


     


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      T

     

    OFFICER’S
      CERTIFICATE WITH RESPECT TO PREPAYMENTS

     

    ASSET-BACKED
      CERTIFICATES,

    Series
      2007-11

     

    [Date]

    


    Via
      Facsimile

    


    The
      Bank
      of New York,

    as
      Trustee

    101
      Barclay Street

    New
      York,
      New York  10286

     

    


    Dear
      Sir
      or Madam:

    


    Reference
      is made to the Pooling and Servicing Agreement, dated as of June 1, 2007, (the
      “Pooling and Servicing Agreement”) among CWABS, Inc., as Depositor, Countrywide
      Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC,
      as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer, The Bank
      of New York, as Trustee, and The Bank of New York Trust Company, N.A., as
      Co-Trustee.  Capitalized terms used herein shall have the meanings
      ascribed to such terms in the Pooling and Servicing Agreement.

     

    __________________
      hereby certifies that he/she is a Servicing Officer, holding the office set
      forth beneath his/her name and hereby further certifies as follows:

     

    With
      respect to the Distribution Date in _________ 20[  ] and each Mortgage
      Loan set forth in the attached schedule:

     

    1.
      A
      Principal Prepayment in full or in part was received during the related
      Prepayment Period;

     

    2.
      Any
      Prepayment Charge due under the terms of the Mortgage Note with respect to
      such
      Principal Prepayment was or was not, as indicated on the attached schedule
      using
“Yes” or “No”, received from the Mortgagor and deposited in the Certificate
      Account;

     

    3.
      As to
      each Mortgage Loan set forth on the attached schedule for which all or part
      of
      the Prepayment Charge required in connection with the Principal Prepayment
      was
      waived by the Master Servicer, such waiver was, as indicated on the attached
      schedule, based upon:

    
       

      
        
          
            
            

          

          
            T-1

            
              

            

          

          
            
            

          

        

      

      


      
        (i)
          the
          Master Servicer’s determination that such waiver would maximize recovery of
          Liquidation Proceeds for such Mortgage Loan, taking into account the value
          of
          such Prepayment Charge, or

      

       

      (ii)(A)
        the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
        receivership, or other similar law relating to creditors’ rights generally or
        (2) due to acceleration in connection with a foreclosure or other involuntary
        payment, or (B) the enforceability is otherwise limited or prohibited by
        applicable law; and

       

      4.
        We
        certify that all amounts due in connection with the waiver of a Prepayment
        Charge inconsistent with clause 3 above which are required to be deposited
        by
        the Master Servicer pursuant to Section 3.20 of the Pooling and Servicing
        Agreement, have been or will be so deposited.

       

      
        	 	
                COUNTRYWIDE
                  HOME LOANS, INC.,

                as
                  Master Servicer

                 

                 

                By:___________________________________

                Name:

                Title:

              


      

       

      
        
          
            
            

          

          
            T-2

            
              

            

          

          
            
            

          

        

      

      


      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

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        U

       

      FORM
        OF
        SWAP CONTRACT

       

      [See
        document delivered at closing.]

      


      
        
          
            
            

          

          
            U-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        V-1

       

      FORM
        OF
        SWAP CONTRACT ASSIGNMENT AGREEMENT

       

      [See
        document delivered at closing.]

      


      
        
          
            
            

          

          
            V-1-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        V-2

       

      FORM
        OF
        SWAP CONTRACT ADMINISTRATION AGREEMENT

       

      [See
        document delivered at closing.]

      


      
        
          
            
            

          

          
            V-2-1

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        W

       

      FORM
        OF
        MONTHLY STATEMENT

       

      [On
        file
        with the Trustee.]

      


      
        
          
            
            

          

          
            W-1-1

            
              

            

          

          
            
            

          

        

      

       

    

    EXHIBIT
      X-1

     

    FORM
      OF
      PERFORMANCE CERTIFICATION

    (Subservicer)

     

    
      	
              Re:  

            	
              The
                Pooling and Servicing Agreement dated as of June 1, 2007 (the “Pooling and
                Servicing Agreement”) among CWABS, Inc., as Depositor, Countrywide Home
                Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna
                LLC,
                as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer,
                The
                Bank of New York, as Trustee, and The Bank of New York Trust Company,
                N.A., as Co-Trustee, and [Subservicing Agreement] dated as of
                [           ] (the
                “Agreement”)

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor and the Master Servicer, and
      their officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1)           I
      have reviewed the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Company’s compliance with the servicing criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), all servicing
      reports, officer’s certificates and other information relating to the servicing
      of the Mortgage Loans by the Company during 200[ ] that were delivered by the
      Company to the Depositor, the Master Servicer and the Trustee pursuant to the
      Agreement (collectively, the “Company Servicing Information”);

     

    (2)           Based
      on my knowledge, the Company Servicing Information, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3)           Based
      on my knowledge, all of the Company Servicing Information required to be
      provided by the Company under the Agreement has been provided to the [Depositor]
      [Master Servicer];

     

    (4)           I
      am responsible for reviewing the activities performed by the Company as a
      servicer under the Agreement, and based on my knowledge and the compliance
      review conducted in preparing the Compliance Statement and except as disclosed
      in the Compliance Statement, the Servicing Assessment or the Attestation Report,
      the Company has fulfilled its obligations under the Agreement; and

    


    
      
        
          
          

        

        
          X-1-1

          
            

          

        

        
          
          

        

      

    

    


     

    (5)           The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the Master Servicer.  Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      Master Servicer.  Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    
      	 	
              Date: _________________________________

               

               

              By:___________________________________

              Name:

              Title:

            


    

     

    


    


    
      
        
          
          

        

        
          X-1-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      X-2

     

    FORM
      OF
      PERFORMANCE CERTIFICATION

    (Trustee)

     

    
      	
              Re:  

            	
              The
                Pooling and Servicing Agreement dated as of June 1, 2007 (the “Pooling and
                Servicing Agreement”) among CWABS, Inc., as Depositor, Countrywide Home
                Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna
                LLC,
                as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer,
                The
                Bank of New York, as Trustee, and The Bank of New York Trust Company,
                N.A., as Co-Trustee

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor and the Master Servicer, and
      their officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1)           I
      have reviewed the report on assessment of the Company’s compliance with the
      servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing
      Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of
      Regulation AB (the “Servicing Assessment”), the registered public accounting
      firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
      under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), [all reports on Form 10-D containing statements to certificateholders
      filed in respect of the period included in the year covered by the annual report
      of the Trust Fund] (collectively, the “Distribution Date
      Statements”);

     

    (2)           Assuming
      the accuracy and completeness of the information delivered to the Company by
      the
      Master Servicer as provided in the Pooling and Servicing Agreement and subject
      to paragraph (4) below, the distribution information determined by the Company
      and set forth in the Distribution Date Statements contained in all Form 10-D’s
      included in the year covered by the annual report of such Trust on Form 10-K
      for
      the calendar year 200[  ], is complete and does not contain any
      material misstatement of fact as of the last day of the period covered by such
      annual report;

     

    (3)           Based
      solely on the information delivered to the Company by the Master Servicer as
      provided in the Pooling and Servicing Agreement, (i) the distribution
      information required under the Pooling and Servicing Agreement to be contained
      in the Trust Fund’s Distribution Date Statements and (ii) the servicing
      information required to be provided by the Master Servicer to the trustee for
      inclusion in the Trust Fund’s Distribution Date Statements, to the extent
      received by the Trustee from the Master Servicer in accordance with the Pooling
      and Servicing Agreement, is included in such Distribution Date
      Statements;

     

    (4)           The
      Company is not certifying as to the accuracy, completeness or correctness of
      the
      information which it received from the Master Servicer and did not independently
      verify or confirm the accuracy, completeness or correctness of the information
      provided by the Master Servicer;

    

      
        
          
            
            

          

          
            X-2-1

            
              

            

          

          
            
            

          

        

      

       

      (5)           I
        am responsible for reviewing the activities performed by the Company as a
        person
“performing a servicing function” under the Pooling and Servicing Agreement, and
        based on my knowledge and the compliance review conducted in preparing the
        Servicing Assessment and except as disclosed in the Servicing Assessment
        or the
        Attestation Report, the Company has fulfilled its obligations under the Pooling
        and Servicing Agreement; and

       

      (6)           The
        Servicing Assessment and Attestation Report required to be provided by the
        Company and by Subcontractor pursuant to the Pooling and Servicing Agreement,
        have been provided to the Master Servicer and the Depositor.  Any
        material instances of noncompliance described in such reports have been
        disclosed to the Master Servicer and the Depositor.  Any material
        instance of noncompliance with the Servicing Criteria has been disclosed
        in such
        reports.

       

      
        	 	
                Date:_________________________________

                 

                 

                By:__________________________________

                Name:

                Title:

              


      

       

      
        
          
            
            

          

          
            X-2-2

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        Y

      


      FORM
        OF

      SERVICING
        CRITERIA TO BE ADDRESSED IN

      ASSESSMENT
        OF COMPLIANCE STATEMENT

      


      The
        assessment of compliance to be delivered by [the Master Servicer] [Trustee]
        [Name of Subservicer] shall address, at a minimum, the criteria identified
        as
        below as “Applicable Servicing Criteria”:

       

      


      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the mortgage loans are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on mortgage loans are deposited into the appropriate custodial
                  bank
                  accounts and related bank clearing accounts no more than two business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	 
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 


      

      


      


      
        
          
            
            

          

          
            Y-1

            
              

            

          

          
            
            

          

        

      

      


      


      
        	
                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.

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	 
	 	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

              	
                 Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related mortgage loan documents.

              	 
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related documents are safeguarded as required by the transaction
                  agreements

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans, including any payoffs, made in accordance with
                  the
                  related mortgage loan documents are posted to the Servicer’s obligor
                  records maintained no more than two business days after receipt,
                  or such
                  other number of days specified in the transaction agreements, and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related mortgage loan documents.

              	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the mortgage loans agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's mortgage loans
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	 


      

       

       

      
        
          
          

        

        
          Y-2

          
            

          

        

        
          
          

        

      

      
 

      
        	
                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.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                 Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3)or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 
	 	 	 


      

      


      
        	 	
                [NAME
                  OF MASTER SERVICER] [NAME OF TRUSTEE] [NAME OF SUBSERVICER]

                 

                 

                Date: _________________________________

                 

                 

                By:___________________________________

                Name:

                Title:

              


      

       

       

      
        
          
            
            

          

          
            Y-3

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        Z

       

      [FORM
        OF]
        LIST OF ITEM 1119 PARTIES

       

      ASSET
        BACKED CERTIFICATES,

      Series
        200_-__

       

      [Date]

      


      
        
          
            
              
                
                  
                    	
                            Party

                          	
                            Contact
                              Information

                          
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


                  

                

              

            

          

        

      

       

      
        
          
            
            

          

          
            Z-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        AA

      


      FORM
        OF

      SARBANES-OXLEY
        CERTIFICATION

      (Replacement
        Master Servicer)

      


      (On
        file
        with Trustee)

      


      
        
          
            
            

          

          
            AA-1

            
              

            

          

          
            
            

          

        

      

      


      SCHEDULE
        I

       

    

    COLLATERAL
      SCHEDULE

     

    
      	
              Characteristic

            	
              Applicable
                Section

            	
              Loan
                Group 1

            	
              Loan
                Group 2

            
	
              Single-Family
                Detached Dwellings

            	
              2.03(b)(32)

            	
              81.76%

            	
              79.61%

            
	
              Two-
                to Four-Family Dwellings

            	
              2.03(b)(32)

            	
              2.83%

            	
              2.38%

            
	
              Low-Rise
                Condominium Units

            	
              2.03(b)(32)

            	
              3.83%

            	
              4.86%

            
	
              High-Rise
                Condominium Units

            	
              2.03(b)(32)

            	
              0.15%

            	
              0.48%

            
	
              Manufactured
                Housing

            	
              2.03(b)(32)

            	
              0.00%

            	
              0.20%

            
	
              PUDs

            	
              2.03(b)(32)

            	
              11.43%

            	
              12.47%

            
	
              Earliest
                Origination Date

            	
              2.03(b)(33)

            	
              8/1/2005

            	
              8/19/1998

            
	
              Prepayment
                Penalty

            	
              2.03(b)(35)

            	
              74.05%

            	
              77.30%

            
	
              Investor
                Properties

            	
              2.03(b)(36)

            	
              1.92%

            	
              2.81%

            
	
              Primary
                Residences

            	
              2.03(b)(36)

            	
              97.56%

            	
              96.61%

            
	
              Lowest
                Current Mortgage Rate

            	
              2.03(b)(48)

            	
              5.250%

            	
              5.625%

            
	
              Highest
                Current Mortgage Rate

            	
              2.03(b)(48)

            	
              15.900%

            	
              17.600%

            
	
              Weighted
                Average Current Mortgage Rate

            	
              2.03(b)(48)

            	
              8.577%

            	
              8.604%

            
	
              Lowest
                Gross Margin

            	
              2.03(b)(50)

            	
              2.000%

            	
              2.250%

            
	
              Highest
                Gross Margin

            	
              2.03(b)(50)

            	
              7.000%

            	
              10.850%

            
	
              Weighted
                Average Gross Margin

            	
              2.03(b)(50)

            	
              6.406%

            	
              6.413%

            
	
              Date
                on or before which each Initial Mortgage Loan has a

              Due
                Date

            	
              2.03(b)(51)

            	
              8/1/2007

            	
              8/1/2007

            


    

    


    
      	
              Adjustment
                Date

            	
              Applicable
                Section

            	
              Adjustable
                Rate Mortgage Loans (other than Two-Year, Three-Year and Five-Year
                Hybrid
                Mortgage Loans)

            	
              Two-Year
                Hybrid Mortgage Loans

            	
              Three-Year
                Hybrid Mortgage Loans

            	
              Five-Year
                Hybrid Mortgage Loans

            
	
              Latest
                Next Adjustment Date

            	
              2.03(b)(34)

            	
              7/1/2017

            	
              7/1/2009

            	
              7/1/2010

            	
              7/1/2012

            


    

    



    
      
        
        

      

      
        S-1-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II

     

    40-YEAR
      TARGET SCHEDULE

     

    


    
      	
              
                Month
                  of Distribution Date

              

            	 	
              
                40-Year

                Target
                  ($)

              

            


    

    
      	
              July
                2017

            	 	
              56,788,535

            
	
              August
                2017

            	 	
              56,001,478

            
	
              September
                2017

            	 	
              55,225,132

            
	
              October
                2017

            	 	
              54,459,354

            
	
              November
                2017

            	 	
              53,703,998

            
	
              December
                2017

            	 	
              52,958,926

            
	
              January
                2018

            	 	
              52,223,997

            
	
              February
                2018

            	 	
              51,499,075

            
	
              March
                2018

            	 	
              50,784,024

            
	
              April
                2018

            	 	
              50,078,711

            
	
              May
                2018

            	 	
              49,383,004

            
	
              June
                2018

            	 	
              48,696,773

            
	
              July
                2018

            	 	
              48,019,890

            
	
              August
                2018

            	 	
              47,352,229

            
	
              September
                2018

            	 	
              46,693,665

            
	
              October
                2018

            	 	
              46,044,074

            
	
              November
                2018

            	 	
              45,403,336

            
	
              December
                2018

            	 	
              44,771,330

            
	
              January
                2019

            	 	
              44,147,939

            
	
              February
                2019

            	 	
              43,533,046

            
	
              March
                2019

            	 	
              42,926,535

            
	
              April
                2019

            	 	
              42,328,295

            
	
              May
                2019

            	 	
              41,738,212

            
	
              June
                2019

            	 	
              41,156,176

            
	
              July
                2019

            	 	
              40,582,079

            
	
              August
                2019

            	 	
              40,015,813

            
	
              September
                2019

            	 	
              39,457,272

            
	
              October
                2019

            	 	
              38,906,352

            
	
              November
                2019

            	 	
              38,362,948

            
	
              December
                2019

            	 	
              37,826,961

            
	
              January
                2020

            	 	
              37,298,288

            
	
              February
                2020

            	 	
              36,776,832

            
	
              March
                2020

            	 	
              36,262,495

            
	
              April
                2020

            	 	
              35,755,179

            
	
              May
                2020

            	 	
              35,254,791

            
	
              June
                2020

            	 	
              34,761,236

            
	
              July
                2020

            	 	
              34,274,422

            
	
              August
                2020

            	 	
              33,794,258

            
	
              September
                2020

            	 	
              33,320,653

            
	
              October
                2020

            	 	
              32,853,519

            
	
              November
                2020

            	 	
              32,392,768

            
	
              December
                2020

            	 	
              31,938,313

            
	
              January
                2021

            	 	
              31,490,070

            
	
              February
                2021

            	 	
              31,047,954

            
	
              March
                2021

            	 	
              30,611,883

            
	
              April
                2021

            	 	
              30,181,774

            
	
              May
                2021

            	 	
              29,757,546

            
	
              June
                2021

            	 	
              29,339,121

            
	
              July
                2021

            	 	
              28,926,419

            
	
              August
                2021

            	 	
              28,519,363

            
	
              September
                2021

            	 	
              28,117,876

            
	
              October
                2021

            	 	
              27,721,883

            
	
              November
                2021

            	 	
              27,331,309

            
	
              December
                2021

            	 	
              26,946,082

            
	
              January
                2022

            	 	
              26,566,128

            
	
              February
                2022

            	 	
              26,191,376

            
	
              March
                2022

            	 	
              25,821,756

            
	
              April
                2022

            	 	
              25,457,198

            
	
              May
                2022

            	 	
              25,097,634

            
	
              June
                2022

            	 	
              24,742,995

            
	
              July
                2022

            	 	
              24,393,215

            
	
              August
                2022

            	 	
              24,048,228

            
	
              September
                2022

            	 	
              23,707,970

            
	
              October
                2022

            	 	
              23,372,375

            
	
              November
                2022

            	 	
              23,041,381

            
	
              December
                2022

            	 	
              22,714,926

            
	
              January
                2023

            	 	
              22,392,948

            
	
              February
                2023

            	 	
              22,075,385

            
	
              March
                2023

            	 	
              21,762,180

            
	
              April
                2023

            	 	
              21,453,271

            
	
              May
                2023

            	 	
              21,148,601

            
	
              June
                2023

            	 	
              20,848,113

            
	
              July
                2023

            	 	
              20,551,749

            
	
              August
                2023

            	 	
              20,259,454

            
	
              September
                2023

            	 	
              19,971,173

            
	
              October
                2023

            	 	
              19,686,850

            
	
              November
                2023

            	 	
              19,406,433

            
	
              December
                2023

            	 	
              19,129,869

            
	
              January
                2024

            	 	
              18,857,104

            
	
              February
                2024

            	 	
              18,588,089

            
	
              March
                2024

            	 	
              18,322,770

            
	
              April
                2024

            	 	
              18,061,099

            
	
              May
                2024

            	 	
              17,803,027

            
	
              June
                2024

            	 	
              17,548,503

            
	
              July
                2024

            	 	
              17,297,480

            
	
              August
                2024

            	 	
              17,049,911

            


    

     

     

    
      
        
        

      

      
        S-11-1

        
          

        

      

      
        
        

      

    

    

      	
              
                Month
                  of Distribution Date

              

            	 	
              
                40-Year

                Target
                  ($)

              

            


    

    
      	
              September
                2024

            	 	
              16,805,748

            
	
              October
                2024

            	 	
              16,564,945

            
	
              November
                2024

            	 	
              16,327,457

            
	
              December
                2024

            	 	
              16,093,239

            
	
              January
                2025

            	 	
              15,862,246

            
	
              February
                2025

            	 	
              15,634,434

            
	
              March
                2025

            	 	
              15,409,760

            
	
              April
                2025

            	 	
              15,188,182

            
	
              May
                2025

            	 	
              14,969,658

            
	
              June
                2025

            	 	
              14,754,145

            
	
              July
                2025

            	 	
              14,541,604

            
	
              August
                2025

            	 	
              14,331,993

            
	
              September
                2025

            	 	
              14,125,273

            
	
              October
                2025

            	 	
              13,921,405

            
	
              November
                2025

            	 	
              13,720,350

            
	
              December
                2025

            	 	
              13,522,069

            
	
              January
                2026

            	 	
              13,326,525

            
	
              February
                2026

            	 	
              13,133,681

            
	
              March
                2026

            	 	
              12,943,500

            
	
              April
                2026

            	 	
              12,755,946

            
	
              May
                2026

            	 	
              12,570,982

            
	
              June
                2026

            	 	
              12,388,575

            
	
              July
                2026

            	 	
              12,208,688

            
	
              August
                2026

            	 	
              12,031,289

            
	
              September
                2026

            	 	
              11,856,342

            
	
              October
                2026

            	 	
              11,683,815

            
	
              November
                2026

            	 	
              11,513,674

            
	
              December
                2026

            	 	
              11,345,888

            
	
              January
                2027

            	 	
              11,180,424

            
	
              February
                2027

            	 	
              11,017,250

            
	
              March
                2027

            	 	
              10,856,336

            
	
              April
                2027

            	 	
              10,697,651

            
	
              May
                2027

            	 	
              10,541,163

            
	
              June
                2027

            	 	
              10,386,844

            
	
              July
                2027

            	 	
              10,234,664

            
	
              August
                2027

            	 	
              10,084,594

            
	
              September
                2027

            	 	
              9,936,605

            
	
              October
                2027

            	 	
              9,790,668

            
	
              November
                2027

            	 	
              9,646,756

            
	
              December
                2027

            	 	
              9,504,841

            
	
              January
                2028

            	 	
              9,364,896

            
	
              February
                2028

            	 	
              9,226,894

            
	
              March
                2028

            	 	
              9,090,809

            
	
              April
                2028

            	 	
              8,956,614

            
	
              May
                2028

            	 	
              8,824,284

            
	
              June
                2028

            	 	
              8,693,793

            
	
              July
                2028

            	 	
              8,565,117

            
	
              August
                2028

            	 	
              8,438,230

            
	
              September
                2028

            	 	
              8,313,108

            
	
              October
                2028

            	 	
              8,189,727

            
	
              November
                2028

            	 	
              8,068,064

            
	
              December
                2028

            	 	
              7,948,094

            
	
              January
                2029

            	 	
              7,829,795

            
	
              February
                2029

            	 	
              7,713,145

            
	
              March
                2029

            	 	
              7,598,119

            
	
              April
                2029

            	 	
              7,484,697

            
	
              May
                2029

            	 	
              7,372,857

            
	
              June
                2029

            	 	
              7,262,576

            
	
              July
                2029

            	 	
              7,153,834

            
	
              August
                2029

            	 	
              7,046,610

            
	
              September
                2029

            	 	
              6,940,883

            
	
              October
                2029

            	 	
              6,836,632

            
	
              November
                2029

            	 	
              6,733,837

            
	
              December
                2029

            	 	
              6,632,478

            
	
              January
                2030

            	 	
              6,532,537

            
	
              February
                2030

            	 	
              6,433,993

            
	
              March
                2030

            	 	
              6,336,827

            
	
              April
                2030

            	 	
              6,241,021

            
	
              May
                2030

            	 	
              6,146,555

            
	
              June
                2030

            	 	
              6,053,413

            
	
              July
                2030

            	 	
              5,961,575

            
	
              August
                2030

            	 	
              5,871,023

            
	
              September
                2030

            	 	
              5,781,741

            
	
              October
                2030

            	 	
              5,693,710

            
	
              November
                2030

            	 	
              5,606,915

            
	
              December
                2030

            	 	
              5,521,337

            
	
              January
                2031

            	 	
              5,436,960

            
	
              February
                2031

            	 	
              5,353,767

            
	
              March
                2031

            	 	
              5,271,744

            
	
              April
                2031

            	 	
              5,190,872

            
	
              May
                2031

            	 	
              5,111,138

            
	
              June
                2031

            	 	
              5,032,524

            
	
              July
                2031

            	 	
              4,955,017

            
	
              August
                2031

            	 	
              4,878,600

            
	
              September
                2031

            	 	
              4,803,259

            
	
              October
                2031

            	 	
              4,728,979

            
	
              November
                2031

            	 	
              4,655,745

            
	
              December
                2031

            	 	
              4,583,544

            
	
              January
                2032

            	 	
              4,512,361

            
	
              February
                2032

            	 	
              4,442,181

            
	
              March
                2032

            	 	
              4,372,992

            
	
              April
                2032

            	 	
              4,304,780

            
	
              May
                2032

            	 	
              4,237,531

            
	
              June
                2032

            	 	
              4,171,232

            
	
              July
                2032

            	 	
              4,105,871

            
	
              August
                2032

            	 	
              4,041,434

            
	
              September
                2032

            	 	
              3,977,908

            
	
              October
                2032

            	 	
              3,915,281

            
	
              November
                2032

            	 	
              3,853,541

            
	
              December
                2032

            	 	
              3,792,676

            
	
              January
                2033

            	 	
              3,732,673

            
	
              February
                2033

            	 	
              3,673,521

            


    

     

     

    
      
        
        

      

      
        S-11-2

        
          

        

      

      
        
        

      

    

    

      	
              
                Month
                  of Distribution Date

              

            	 	
              
                40-Year

                Target
                  ($)

              

            


    

    
      	
              March
                2033

            	 	
              3,615,209

            
	
              April
                2033

            	 	
              3,557,723

            
	
              May
                2033

            	 	
              3,501,054

            
	
              June
                2033

            	 	
              3,445,190

            
	
              July
                2033

            	 	
              3,390,120

            
	
              August
                2033

            	 	
              3,335,833

            
	
              September
                2033

            	 	
              3,282,318

            
	
              October
                2033

            	 	
              3,229,564

            
	
              November
                2033

            	 	
              3,177,562

            
	
              December
                2033

            	 	
              3,126,301

            
	
              January
                2034

            	 	
              3,075,770

            
	
              February
                2034

            	 	
              3,025,960

            
	
              March
                2034

            	 	
              2,976,861

            
	
              April
                2034

            	 	
              2,928,463

            
	
              May
                2034

            	 	
              2,880,756

            
	
              June
                2034

            	 	
              2,833,730

            
	
              July
                2034

            	 	
              2,787,377

            
	
              August
                2034

            	 	
              2,741,688

            
	
              September
                2034

            	 	
              2,696,652

            
	
              October
                2034

            	 	
              2,652,261

            
	
              November
                2034

            	 	
              2,608,506

            
	
              December
                2034

            	 	
              2,565,379

            
	
              January
                2035

            	 	
              2,522,870

            
	
              February
                2035

            	 	
              2,480,972

            
	
              March
                2035

            	 	
              2,439,675

            
	
              April
                2035

            	 	
              2,398,971

            
	
              May
                2035

            	 	
              2,358,853

            
	
              June
                2035

            	 	
              2,319,313

            
	
              July
                2035

            	 	
              2,280,341

            
	
              August
                2035

            	 	
              2,241,931

            
	
              September
                2035

            	 	
              2,204,074

            
	
              October
                2035

            	 	
              2,166,763

            
	
              November
                2035

            	 	
              2,129,991

            
	
              December
                2035

            	 	
              2,093,750

            
	
              January
                2036

            	 	
              2,058,033

            
	
              February
                2036

            	 	
              2,022,832

            
	
              March
                2036

            	 	
              1,988,140

            
	
              April
                2036

            	 	
              1,953,951

            
	
              May
                2036

            	 	
              1,920,256

            
	
              June
                2036

            	 	
              1,887,051

            
	
              July
                2036

            	 	
              1,854,327

            
	
              August
                2036

            	 	
              1,822,078

            
	
              September
                2036

            	 	
              1,790,298

            
	
              October
                2036

            	 	
              1,758,979

            
	
              November
                2036

            	 	
              1,728,117

            
	
              December
                2036

            	 	
              1,697,703

            
	
              January
                2037

            	 	
              1,667,733

            
	
              February
                2037

            	 	
              1,638,199

            
	
              March
                2037

            	 	
              1,609,097

            
	
              April
                2037

            	 	
              1,580,419

            
	
              May
                2037

            	 	
              1,552,160

            
	
              June
                2037

            	 	
              1,524,315

            


    

    


     

    S-II-3