EXHIBIT 4.1

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




                                 CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                    Seller

                               PARK MONACO INC.,
                                    Seller

                               PARK SIENNA LLC,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                                      and

                             THE BANK OF NEW YORK,
                                    Trustee



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

                        POOLING AND SERVICING AGREEMENT

                           Dated as of March 1, 2007


                   ASSET-BACKED CERTIFICATES, SERIES 2007-4



<PAGE>


<TABLE>
<CAPTION>

                                                  Table of Contents

                                                                                                               Page


                                                     ARTICLE I.
                                                    DEFINITIONS
<S>               <C>                                                                                          <C>
Section 1.01      Defined Terms...................................................................................5
Section 1.02      Certain Interpretive Provisions................................................................47

                                                     ARTICLE II.
                            CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01      Conveyance of Mortgage Loans...................................................................47
Section 2.02      Acceptance by Trustee of the Mortgage Loans....................................................54
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and the Sellers...............60
Section 2.04      Representations and Warranties of the Depositor................................................77
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................79
Section 2.06      Authentication and Delivery of Certificates....................................................79
Section 2.07      Covenants of the Master Servicer...............................................................80

                                                    ARTICLE III.
                                   ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01      Master Servicer to Service Mortgage Loans......................................................80
Section 3.02      Subservicing; Enforcement of the Obligations of Master Servicer................................82
Section 3.03      Rights of the Depositor, the Sellers, the Certificateholders, the NIM Insurer, the
                  Certificate Insurer and the Trustee in Respect of the Master Servicer..........................83
Section 3.04      Trustee to Act as Master Servicer..............................................................83
Section 3.05      Collection of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  Pre-Funding Account; Capitalized Interest Account..............................................84
Section 3.06      Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................88
Section 3.07      Access to Certain Documentation and Information Regarding the Mortgage Loans...................88
Section 3.08      Permitted Withdrawals from the Certificate Account, Distribution Account, Carryover
                  Reserve Fund and the Principal Reserve Fund....................................................89
Section 3.09      [Reserved].....................................................................................91
Section 3.10      Maintenance of Hazard Insurance................................................................91
Section 3.11      Enforcement of Due-On-Sale Clauses; Assumption Agreements......................................92
Section 3.12      Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and
                  Realized Losses; Repurchase of Certain Mortgage Loans..........................................93
Section 3.13      Trustee to Cooperate; Release of Mortgage Files................................................97
Section 3.14      Documents, Records and Funds in Possession of Master Servicer to be Held for the
                  Trustee........................................................................................98


                                      i
<PAGE>


Section 3.15      Servicing Compensation.........................................................................99
Section 3.16      Access to Certain Documentation................................................................99
Section 3.17      Annual Statement as to Compliance..............................................................99
Section 3.18      [Reserved.]...................................................................................100
Section 3.19      The Corridor Contract.........................................................................100
Section 3.20      Prepayment Charges............................................................................101
Section 3.21      [Reserved]....................................................................................102

                                                     ARTICLE IV.
                                  DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01      Advances; Remittance Reports..................................................................102
Section 4.02      Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........103
Section 4.03      [Reserved]....................................................................................104
Section 4.04      Distributions.................................................................................104
Section 4.05      Monthly Statements to Certificateholders......................................................110
Section 4.06      FSA Policy; Rights of the Certificate Insurer.................................................111
Section 4.07      Carryover Reserve Fund........................................................................114
Section 4.08      Credit Comeback Excess Account................................................................115
Section 4.09      [Reserved]....................................................................................116
Section 4.10      Final Maturity Reserve Trust and Final Maturity Reserve Fund..................................116

                                                     ARTICLE V.
                                                  THE CERTIFICATES

Section 5.01      The Certificates..............................................................................118
Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................119
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................123
Section 5.04      Persons Deemed Owners.........................................................................124
Section 5.05      Access to List of Certificateholders' Names and Addresses.....................................124
Section 5.06      Book-Entry Certificates.......................................................................124
Section 5.07      Notices to Depository.........................................................................125
Section 5.08      Definitive Certificates.......................................................................125
Section 5.09      Maintenance of Office or Agency...............................................................126

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

Section 6.01      Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................126
Section 6.02      Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................126
Section 6.03      Limitation on Liability of the Depositor, the Sellers, the Master Servicer, the NIM
                  Insurer and Others............................................................................127
Section 6.04      Limitation on Resignation of Master Servicer..................................................128


                                      ii
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Section 6.05      Errors and Omissions Insurance; Fidelity Bonds................................................128

                                                    ARTICLE VII.
                                       DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01      Events of Default.............................................................................129
Section 7.02      Trustee to Act; Appointment of Successor......................................................131
Section 7.03      Notification to Certificateholders............................................................132

                                                    ARTICLE VIII.
                                               CONCERNING THE TRUSTEE

Section 8.01      Duties of Trustee.............................................................................133
Section 8.02      Certain Matters Affecting the Trustee.........................................................134
Section 8.03      Trustee Not Liable for Mortgage Loans.........................................................135
Section 8.04      Trustee May Own Certificates..................................................................136
Section 8.05      Master Servicer to Pay Trustee's Fees and Expenses............................................136
Section 8.06      Eligibility Requirements for Trustee..........................................................136
Section 8.07      Resignation and Removal of Trustee............................................................137
Section 8.08      Successor Trustee.............................................................................138
Section 8.09      Merger or Consolidation of Trustee............................................................138
Section 8.10      Appointment of Co-Trustee or Separate Trustee.................................................139
Section 8.11      Tax Matters...................................................................................140
Section 8.12      [Reserved]....................................................................................143
Section 8.13      Access to Records of the Trustee..............................................................143
Section 8.14      Suits for Enforcement.........................................................................143

                                                     ARTICLE IX.
                                                     TERMINATION

Section 9.01      Termination upon Liquidation or Repurchase of all Mortgage Loans..............................144
Section 9.02      Final Distribution on the Certificates........................................................145
Section 9.03      Additional Termination Requirements...........................................................147
Section 9.04      Auction of the Mortgage Loans and REO Properties..............................................147

                                                     ARTICLE X.
                                              MISCELLANEOUS PROVISIONS

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


                                     iii
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Section 10.11     Rights of NIM Insurer.........................................................................157
Section 10.12     Protection of Assets..........................................................................158

                                                     ARTICLE XI.
                                               EXCHANGE ACT REPORTING

Section 11.01     Filing Obligations............................................................................158
Section 11.02     Form 10-D Filings.............................................................................158
Section 11.03     Form 8-K Filings..............................................................................159
Section 11.04     Form 10-K Filings.............................................................................160
Section 11.05     Sarbanes-Oxley Certification..................................................................160
Section 11.06     Form 15 Filing................................................................................161
Section 11.07     Report on Assessment of Compliance and Attestation............................................161
Section 11.08     Use of Subservicers and Subcontractors........................................................163
Section 11.09     Amendments....................................................................................164
Section 11.10     Reconciliation of Accounts....................................................................164
</TABLE>

Exhibits
--------

<TABLE>
<CAPTION>
<S>                    <C>
EXHIBIT A              Forms of Certificates
     EXHIBIT A-1       Form of Class A-1A Certificate
     EXHIBIT A-2       Form of Class A-1B Certificate
     EXHIBIT A-3       Form of Class A-2 Certificate
     EXHIBIT A-4       Form of Class A-3 Certificate
     EXHIBIT A-5       Form of Class A-4W Certificate
     EXHIBIT A-6       Form of Class A-5 Certificate
     EXHIBIT A-7       Form of Class A-5W Certificate
     EXHIBIT A-8       Form of Class A-6 Certificate
     EXHIBIT A-9       Form of Class A-6W Certificate
     EXHIBIT A-10      Form of Class M-1 Certificate
     EXHIBIT A-11      Form of Class M-2 Certificate
     EXHIBIT A-12      Form of Class 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 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
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     EXHIBIT G-1       Form of Initial Certification of Trustee (Initial Mortgage Loans)
     EXHIBIT G-2       Form of Interim Certification of Trustee
     EXHIBIT G-3       Form of Delay Delivery Certification
     EXHIBIT G-4       Form of Initial Certification of Trustee (Subsequent Mortgage Loans)
EXHIBIT H              Form of Final Certification of Trustee
EXHIBIT I              Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1            Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2            Form of Transferor Certificate for Private Certificates
EXHIBIT K              Form of Investment Letter (Non-Rule 144A)
EXHIBIT L              Form of Rule 144A Letter
EXHIBIT M              Form of Request for Document Release
EXHIBIT N              Form of Request for File Release
EXHIBIT O              Copy of Depository Agreement
EXHIBIT P              Form of Subsequent Transfer Agreement
EXHIBIT Q              Form of Corridor Contract
EXHIBIT R              FSA Policy
EXHIBIT S-1            Form of Corridor Contract Assignment Agreement
EXHIBIT S-2            Form of Corridor Contract Administration Agreement
EXHIBIT S-3            Form of Corridor Contract Guarantee
EXHIBIT T              Officer's Certificate with respect to Prepayments
EXHIBIT U              [RESERVED]
EXHIBIT V              [RESERVED]
EXHIBIT W              Form of Monthly Statement
EXHIBIT X-1            Form of Performance Certification (Subservicer)
EXHIBIT X-2            Form of Performance Certification (Trustee)
EXHIBIT Y              Form of Servicing Criteria to be Addressed in Assessment of Compliance
                       Statement
EXHIBIT Z              List of Item 1119 Parties
EXHIBIT AA             Form of Sarbanes-Oxley Certification (Replacement Master Servicer)
SCHEDULE I             Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II            Collateral Schedule
SCHEDULE III           40-Year Target Schedule
</TABLE>


                                      v
<PAGE>


            POOLING AND SERVICING AGREEMENT, dated as of March 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"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee").

                             PRELIMINARY STATEMENT

            [to be revised by tax counsel]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, the assets held in the Pre-Funding Account and the
Capitalized Interest Account and the Trust Fund's rights with respect to
payments received under the Corridor Contract) for federal income tax purposes
will consist of two REMICs (the"Subsidiary 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 Subsidiary REMIC and the Master REMIC.
The Master REMIC will hold as assets the several classes of uncertificated
Subsidiary REMIC Interests (other than the SR-R Interest). Each Subsidiary
REMIC Interest (other than the SR-R Interest) is hereby designated as a
regular interest in the Subsidiary REMIC. The Subsidiary REMIC will hold as
assets all property of the Trust Fund (excluding the Credit Comeback Excess
Account, the Carryover Reserve Fund, the assets held in the Pre-Funding
Account and the Capitalized Interest Account and the Trust Fund's rights with
respect to payments received under the Corridor Contract). The latest possible
maturity date of all REMIC regular interests created in this Agreement shall
be the Latest Possible Maturity Date.

            None of the REMICs described herein shall hold any interest in the
Final Maturity Reserve Trust.

      SUBSIDIARY REMIC:

            The following table specifies the initial balances and
pass-through rates of the Subsidiary REMIC Interests:


                                         Initial     Pass-    Corresponding
Subsidiary                             Principal   Through    Class of
REMIC Interests                          Balance      Rate    Certificates
---------------------------------      ---------   -------    --------------
SR-A-1A..........................            (1)       (3)    Class A-1A
SR-A-1B..........................            (1)       (3)    Class A-1B
SR-A-2...........................            (1)       (3)    Class A-2
SR-A-3...........................            (1)       (3)    Class A-3
SR-A-4W..........................            (1)       (3)    Class A-4W
SR-A-5...........................            (1)       (3)    Class A-5


<PAGE>


SR-A-5W..........................            (1)       (3)    Class A-5W
SR-A-6...........................            (1)       (3)    Class A-6
SR-A-6W..........................            (1)       (3)    Class A-6W
SR-M-1...........................            (1)       (3)    Class M-1
SR-M-2...........................            (1)       (3)    Class M-2
SR-M-3...........................            (1)       (3)    Class M-3
SR-M-4...........................            (1)       (3)    Class M-4
SR-M-5...........................            (1)       (3)    Class M-5
SR-M-6...........................            (1)       (3)    Class M-6
SR-M-7...........................            (1)       (3)    Class M-7
SR-M-8...........................            (1)       (3)    Class M-8
SR-C.............................            (2)       (3)    Class C
SR-C-40 Year Reserve.............            (4)       (5)    Class C
SR-$100..........................          $100        (6)    Class A-R
SR-P.............................          $100        (7)    Class P
SR-R.............................           (8)        (8)    N/A

(1) On each Distribution Date, following the allocation of scheduled
principal, principal prepayments and Realized Losses, this Subsidiary REMIC
Interest will have a principal balance that is equal to 100% of its
corresponding Class of Certificates issued by the Master REMIC

(2) The Class SR-C Interest will have an initial principal balance that is
equal to the Overcollateralized Amount.

(3) The pass-through rate with respect to any Distribution Date (and the
related Accrual Period) for this Subsidiary REMIC Interest is a per annum rate
equal to the weighted average of the Adjusted Net Mortgage Rates of the
Mortgage Loans. For purposes of determining the weighted average of the
Adjusted Net Mortgage Rates of the Mortgage Loans, beginning on the
Distribution Date in April 2017 and ending after the Distribution Date in
March 2037, the Adjusted Net Mortgage Rate of each 40-Year Mortgage Loan shall
first be reduced by the 40-Year Reserve Rate.

(4) This Subsidiary REMIC Interest pays no principal.

(5) Beginning on the Distribution Date in April 2017 and ending after the
Distribution Date in March 2037, the SR-C-40 Year Reserve Interest shall be
entitled to a specific portion of the interest payable on each 40-Year
Mortgage Loan. Specifically, the SR-C-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) This Subsidiary REMIC Interest pays no interest.

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


                                      2
<PAGE>


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

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

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

      (2) Prepayment Charges. All Prepayment Charges will be allocated to the
      Class SR-P Interest.

      (3) Principal. Principal shall be allocated among the Subsidiary REMIC
      Interests in the same manner that it is allocated among their
      corresponding Classes of Certificates.

      On each Distribution Date, Realized Losses (and increases in Principal
Balances attributable to Subsequent Recoveries) shall be allocated among the
Subsidiary REMIC Interests in the same manner that Realized Losses (and
increases in Class Certificate Balances attributable to Subsequent Recoveries)
are allocated among each Subsidiary REMIC Interest's Corresponding Class of
Certificates.

      MASTER REMIC

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

                                                         Original       Pass-
                                                      Certificate     Through
Class                                           Principal Balance        Rate
--------------------------------------------    -----------------     -------
Class A-1A..................................         $184,585,000         (1)
Class A-1B..................................          $90,000,000         (1)
Class A-2...................................          $79,542,000         (1)
Class A-3...................................         $185,808,000         (1)
Class A-4W..................................          $77,898,000         (1)
Class A-5...................................          $28,000,000         (1)
Class A-5W..................................          $74,167,000         (1)
Class A-6...................................          $20,000,000         (1)
Class A-6W..................................          $80,000,000         (1)
Class M-1...................................          $30,500,000         (1)
Class M-2...................................          $28,000,000         (1)
Class M-3...................................          $17,000,000         (1)
Class M-4...................................          $15,000,000         (1)
Class M-5...................................          $14,500,000         (1)
Class M-6...................................          $13,000,000         (1)
Class M-7...................................          $13,500,000         (1)
Class M-8...................................           $8,000,000         (1)
Class C.....................................                  (2)         (3)


                                      3
<PAGE>


Class P.....................................                 $100         (4)
Class A-R...................................                 $100         (5)

(1)   The Certificates will accrue interest at the related Pass-Through Rates
      identified in this Agreement.

(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 SR-C Interest, (b) the interest payable
      on the SR-C-40 Year Reserve Interest and (c) a specified portion of the
      interest payable on each Subsidiary REMIC Regular Interest (other than
      the SR-$100, SR-C, SR-C-40 Year Reserve and SR-P Interests) equal to the
      excess of the Pass-Through Rate for such Class of Subsidiary REMIC
      Regular Interest over the Pass-Through Rate of the Corresponding Class
      of Master REMIC Certificates. 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 SR-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.


                                      4
<PAGE>


                                  ARTICLE I.
                                 DEFINITIONS

            Section 1.01 Defined Terms.

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

            40-Year Target Schedule: Schedule III hereto.

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

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

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

            Account: Any Escrow Account, the Carryover Reserve Fund, the
Certificate Account, the Credit Comeback Excess Account, the Distribution
Account, the Pre-Funding Account, the Capitalized Interest Account, the
Principal Reserve Fund, 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 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-1A Certificates.

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

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


                                      5
<PAGE>


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

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

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

            Applied Realized Loss Amount: With respect to any Distribution
Date, the amount, if any, by which, the aggregate Certificate Principal
Balance of the Interest-Bearing Certificates (after all distributions of
principal on such Distribution Date) exceeds the sum of (x) the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(y) the amount on deposit in the Pre-Funding Account.

            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


                                      6
<PAGE>


the Depository and as described in Section 5.06). As of the Closing Date, each
Class of Interest-Bearing Certificates constitutes a Class of Book-Entry
Certificates.

            Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which the Certificate Insurer or 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: $743,244.02.

            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.

            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 2007-4". Funds in the Carryover Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.


                                      7
<PAGE>


            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-17, 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 the Certificate Insurer
and designated "Countrywide Home Loans Servicing LP in trust for registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2007-4". Funds in
the Certificate Account shall be held in trust for the Certificateholders and
the Certificate Insurer 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), (ii) with respect to each Class of Guaranteed Certificates
only, payments under the FSA Policy relating to principal of that Class
(except that any payment under the FSA Policy with respect to an Applied
Realized Loss Amount allocated to any Class of Guaranteed Certificates shall
not result in a further reduction of the Certificate Principal Balance of that
Class of Guaranteed Certificates) and (iii) any Applied Realized Loss Amounts
allocated to such Certificate on previous Distribution Dates pursuant to
Section 4.04(g), and (B) increased by any Subsequent Recoveries allocated to
such Certificate pursuant to Section 4.04(h) on such Distribution Date;
provided that to the extent an Applied Realized Loss Amount with respect to
any Class of Guaranteed Certificates was covered under the FSA Policy, the
Certificate Principal Balance thereof shall not be increased by any Subsequent
Recovery. 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. Exclusively for the purpose of determining
any subrogation rights of the Certificate Insurer arising under Section 4.06
hereof, the "Certificate Principal Balance" of each Class of Guaranteed
Certificates shall not be reduced by the amount of any payments made by the
Certificate Insurer in respect of principal of such Certificates under the FSA
Policy, except to the extent such payment shall have been reimbursed to the
Certificate Insurer pursuant to the provisions of this Agreement.

            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


                                      8
<PAGE>


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.

            Certificate Insurer: Financial Security Assurance Inc., a
subsidiary of Financial Security Assurances Holdings Ltd., organized and
created under the laws of the State of New York, or any successor thereto.

            Certificate Insurer Contact Person: The officer designated by the
Master Servicer to provide information to the Certificate Insurer pursuant to
Section 4.06(i).

            Certificate Insurer Default: A default by the Certificate Insurer
on its obligations under the FSA Policy.

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

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

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


                                      9
<PAGE>


            Class A-3 Certificate: Any Certificate designated as a "Class A-3
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth herein.

            Class A-4W Certificate: Any Certificate designated as a "Class
A-4W Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.

            Class A-5 Certificate: Any Certificate designated as a "Class A-5
Certificate" on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to distributions as set forth herein.

            Class A-5W Certificate: Any Certificate designated as a "Class
A-5W Certificate" on the face thereof, in the form of Exhibit A-7 hereto,
representing the right to distributions as set forth herein.

            Class A-4W Premium: With respect to the FSA Policy and (x) the
first Distribution Date, an amount equal to the product of (x) the initial
Certificate Principal Balance of the Class A-4W Certificates, (y) the Class
A-4W Premium Rate and (z) a fraction, the numerator of which is the number of
days from and including the Closing Date to but excluding the first
Distribution Date, and the denominator of which is 30, and (y) each subsequent
Distribution Date, an amount equal to the product of (i) one-twelfth (1/12) of
the Class A-4W Premium Rate and (ii) the Certificate Principal Balance of the
Class A-4W Certificates immediately prior to such Distribution Date.

            Class A-4W Premium Rate: 0.08% per annum.

            Class A-5W Premium: With respect to the FSA Policy and (x) the
first Distribution Date, an amount equal to the product of (x) the initial
Certificate Principal Balance of the Class A-5W Certificates, (y) the Class
A-5W Premium Rate and (z) a fraction, the numerator of which is the number of
days from and including the Closing Date to but excluding the first
Distribution Date, and the denominator of which is 30, and (y) each subsequent
Distribution Date, an amount equal to the product of (i) one-twelfth (1/12) of
the Class A-5W Premium Rate and (ii) the Certificate Principal Balance of the
Class A-5W Certificates immediately prior to such Distribution Date.

            Class A-5W Premium Rate: 0.10% per annum.

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

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


                                      10
<PAGE>


            Class A-6W Certificate: Any Certificate designated as a "Class
A-6W Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

            Class A-6W Premium: With respect to the FSA Policy and (x) the
first Distribution Date, an amount equal to the product of (x) the initial
Certificate Principal Balance of the Class A-6W Certificates, (y) the Class
A-6W Premium Rate and (z) a fraction, the numerator of which is the number of
days from and including the Closing Date to but excluding the first
Distribution Date, and the denominator of which is 30, and (y) each subsequent
Distribution Date, an amount equal to the product of (i) one-twelfth (1/12) of
the Class A-6W Premium Rate and (ii) the Certificate Principal Balance of the
Class A-6W Certificates immediately prior to such Distribution Date.

            Class A-6W Premium Rate: 0.08% per annum.

            Class A Certificate: Any Class A-1A, Class A-1B, Class A-2, Class
A-3, Class A-4W, Class A-5, Class A-5W, Class A-6 or Class A-6W Certificate.

            Class A Principal Distribution 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) 64.00% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (y) the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date
minus the OC Floor.

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

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

            Class M-1 Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-10 hereto,
representing the right to distributions as set forth herein.

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

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


                                      11
<PAGE>


            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.

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

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

            Closing Date: March 29, 2007.

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

            Collateral Schedule: Schedule II hereto.

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

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

            Confirmation: The confirmation, reference number 1365946, with a
trade date of March 20, 2007 evidencing a transaction between the Corridor
Contract Counterparty and CHL relating to the Corridor 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


                                      12
<PAGE>


101 Barclay Street, New York, New York 10286 (Attention: Corporate Trust MBS
Administration), telephone: (212) 815-3236, facsimile: (212) 815-3986.

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

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

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

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

            Corridor Contract Counterparty: Swiss Re Financial Products
Corporation and its successors.

            Corridor Contract Guarantee: The guaranty, dated as of March 29,
2007, by the Corridor Contract Guarantor in favor of the Corridor Contract
Administrator, a form of which is attached hereto as Exhibit S-3.

            Corridor Contract Guarantor: Swiss Reinsurance Company.

            Corridor Contract Termination Date: The Distribution Date in
December 2008.

            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 the
Certificate Insurer and designated "The Bank of New York in trust for
registered Holders of CWABS, Inc., Asset-Backed Certificates, Series 2007-4".
Funds in the Credit Comeback Excess Account shall be held in trust for the
Certificateholders and the Certificate Insurer for the uses and purposes set
forth in this Agreement.

            Credit Comeback Excess Amount: With respect to the Credit Comeback
Loans 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 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, (ii) all
interest on prepayments received during the related Prepayment Period with
respect to the Credit Comeback Loans, other than Prepayment Interest Excess,
(iii) all Advances relating to interest with respect to the Credit Comeback
Loans, (iv) all Compensating Interest with respect


                                      13
<PAGE>


to the Credit Comeback Loans and (v) Liquidation Proceeds with respect to the
Credit Comeback Loans collected during the related Due Period (to the extent
such Liquidation Proceeds relate to interest), less all Nonrecoverable
Advances 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 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

April 2009 -- March 2010............ 2.20% with respect to April 2009, plus an
                                     additional 1/12th of 1.50% for each month
                                     thereafter through March 2010
April 2010 -- March 2011............ 3.70% with respect to April 2010, plus an
                                     additional 1/12th of 1.25% for each month
                                     thereafter through March 2011
April 2011 -- March 2012............ 4.95% with respect to April 2011, plus an
                                     additional 1/12th of 0.90% for each month
                                     thereafter through March 2012
April 2012 -- March 2013............ 5.85% with respect to April 2012, plus an
                                     additional 1/12th of 0.30% for each month
                                     thereafter through March 2013
April 2013 and thereafter........... 6.15%

            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.


                                      14
<PAGE>


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

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

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

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

            Definitive Certificates: As defined in Section 5.06.

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

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


                                      15
<PAGE>


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

                  Class                       Percentage

                  A.....................          44.44%
                  M-1...................          53.51%
                  M-2...................          65.84%
                  M-3...................          76.55%
                  M-4...................          89.38%
                  M-5...................         106.66%
                  M-6...................         129.02%
                  M-7...................         164.93%
                  M-8...................         197.51%

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

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

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

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

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

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

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

            Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the


                                      16
<PAGE>


Certificateholders and the Certificate Insurer and designated "The Bank of New
York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2007-4". Funds in the Distribution Account shall be held
in trust for the Certificateholders and the Certificate Insurer for the uses
and purposes set forth in this Agreement.

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

            Distribution Date: The 25th day of each month, or if such day is
not a Business Day, on the first Business Day thereafter, commencing in April
2007.

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

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

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

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

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

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


                                      17
<PAGE>


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

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

            Escrow Account: As defined in Section 3.06 hereof.

            Event of Default: As defined in Section 7.01 hereof.

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

            Excess Deposit: As defined in Section 8.11 hereof

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

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

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

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

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

            Extra Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (1) the Overcollateralization Deficiency
Amount and (2) the Excess Cashflow and Credit Comeback Excess Cashflow
available for payment thereof.


                                      18
<PAGE>


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

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

            Final Maturity Funding Cap: For any Distribution Date beginning
with the Distribution Date in April 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) $16,890,617.

            Final Maturity OC Trigger: With respect to any Distribution Date
on or after the Distribution Date in April 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 April 2017 up to and
including the Distribution Date in March 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.

            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 2007-3". Funds in the Final Maturity Reserve


                                      19
<PAGE>


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

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

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

            Fiscal Agent: As defined in the FSA Policy.

            Fixed Rate Certificates: The Class A-1B, Class A-2, Class A-3,
Class A-4W, Class A-5, Class A-5W, Class A-6 and Class A-6W Certificates and
the Subordinate Certificates.

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

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

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

            FSA Late Payment Rate: The rate of interest publicly announced by
Citibank, N.A. at its principal office in New York, New York, as its prime
rate (any change in such prime rate of interest to be effective on the date
such change is announced by Citibank, N.A.) plus 3%. The FSA Late Payment Rate
shall be computed on the basis of a year of 365 days calculating the actual
number of days elapsed. In no event shall the FSA Late Payment Rate exceed the
maximum rate permissible under law applicable to this Agreement limiting
interest rates.

            FSA Policy: The irrevocable Financial Guaranty Insurance Policy,
No. 51827-N, including any endorsements thereto, issued by the Certificate
Insurer with respect to the Guaranteed Certificates, in the form attached
hereto as Exhibit R.

            FSA Policy Payments Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 4.06(c) in the name of the
Trustee for the benefit of the Guaranteed Certificateholders and designated
"The Bank of New York in trust for registered holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2007-4, Class A-4W, Class A-5W and Class
A-6W". Funds in the FSA Policy Payments Account shall be held in trust for the
Guaranteed Certificateholders for the uses and purposes set forth in this
Agreement.


                                      20
<PAGE>


            FSA Reimbursement Amount: With respect to any Distribution Date,
(i) the amount of all Guaranteed Distributions paid and all other payments
made by the Certificate Insurer pursuant to the FSA Policy for which the
Certificate Insurer has not been reimbursed prior to such Distribution Date
pursuant to Section 4.04 hereof, plus (ii) interest accrued on such amount not
previously repaid, calculated at the FSA Late Payment Rate from the date such
payments were made.

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

            Guaranteed Certificateholders: The Holders of the Guaranteed
Certificates.

            Guaranteed Certificates: The Class A-4W, Class A-5W and Class A-6W
Certificates.

            Guaranteed Distributions: As defined in the FSA Policy.

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

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

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

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

            Insolvency Proceeding: As defined in Section 4.06(h).

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

            Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
(other than by the Certificate Insurer under the FSA Policy) pursuant to any
Insurance Policy or any other insurance policy covering a Mortgage Loan, to
the extent such proceeds are payable to the


                                      21
<PAGE>


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

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

            Interest-Bearing Certificates: The Fixed Rate Certificates and the
Adjustable Rate Certificates.

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

            Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate Certificates, March 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, the
Interest Remittance Amount for such Distribution Date, less the Trustee Fee
for such Distribution Date.

            Interest Remittance Amount: With respect to 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 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), (vi) in the case of the first
Distribution Date, any Seller Interest Shortfall Payments with respect to the
Initial Mortgage Loans, 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 conveyed on such
Subsequent Transfer Date, and (vii) in the case of each Funding Period
Distribution Date, the Capitalized Interest Requirement for such Distribution
Date, if any, less (y) all reimbursements to the Master Servicer during the
related Due Period for Advances of interest previously made.

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

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


                                      22
<PAGE>


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

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

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

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

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

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

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

            Master REMIC: As defined in the Preliminary Statement.

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

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

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


                                      23
<PAGE>


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

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

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

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

            Minimum 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.

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

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

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

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

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

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

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

            (i)   the loan number;

            (ii)  the Appraised Value;

            (iii) the maturity date;


                                      24
<PAGE>


                  (iv) the original principal balance;

                  (v) the Cut-off Date Principal Balance;

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

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

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

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

                  (x) 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;

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

                  (xii) the purpose of the Mortgage Loan;

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

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

                  (xv) the premium rate for any lender-paid mortgage
            insurance, if applicable.

Such schedule shall also set forth the total of the amounts described under
(v) above for all of the Mortgage Loans. 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.

            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.


                                      25
<PAGE>


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

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

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

            Mortgaged Property: The underlying property securing a Mortgage
Loan.

            Mortgagor: The obligors on a Mortgage Note.

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

           Distribution Date                         Percentage
           April 2007 -- March 2010.............             0%
           April 2010 -- March 2012.............            45%
           April 2012 -- March 2013.............            80%
           April 2013 -- March 2014.............           100%
           April 2014 and thereafter............           300%

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

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

            Net Rate Cap: For each Distribution Date:

            (i) with respect to each Class of Interest-Bearing Certificates
      (other than the Guaranteed Certificates), the weighted average Adjusted
      Net Mortgage Rate of the 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),
      minus a fraction, expressed as a percentage, the numerator of which is
      (a) the Final Maturity Reserve Deposit with respect to that Distribution
      Date times 12, and the denominator of which is (b) the sum of the
      aggregate Stated Principal Balance of the 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 that
      Due Period) plus any amounts on deposit in the Pre-Funding Account as of
      the first day of that Due Period, adjusted, in the case of the Class
      A-1A Certificates only, to an effective rate


                                      26
<PAGE>


      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,
      and

            (ii) with respect to the Class A-4W, Class A-5W and Class A-6W
      Certificates, the Net Rate Cap for the other classes of Fixed Rate
      Certificates less the Class A-4W Premium Rate, the Class A-5W Premium
      Rate or the Class A-6W Premium Rate, as applicable.

            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.

            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,


                                      27
<PAGE>


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.

            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


                                      28
<PAGE>


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

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

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

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

            Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal to 4.05% 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 8.10% 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.


                                      29
<PAGE>


            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 the Class A-1A Certificates
means 0.120%.

            Pass-Through Rate: With respect to any Accrual Period and the
Class A-1A Certificates, the lesser of (x) One-Month LIBOR for such Accrual
Period plus the Pass-Through Margin for such Class and Accrual Period and (y)
the applicable Net Rate Cap for such Class and the related Distribution Date.
With respect to any Accrual Period and each Class of Fixed Rate Certificates,
the lesser of (x) the per annum rate set forth in the following table for such
Class and Accrual Period and (y) the applicable Net Rate Cap for such Class
and the related Distribution Date.

                                                Pass-         Pass-
                                              Through       Through
                                             Rate (1)      Rate (2)
         Class A-1B......................      5.810%        5.810%
         Class A-2.......................      5.530%        5.530%
         Class A-3.......................      5.714%        5.714%
         Class A-4W......................      5.859%        5.859%
         Class A-5.......................      6.033%        6.533%
         Class A-5W......................      5.934%        6.434%
         Class A-6.......................      5.683%        5.683%
         Class A-6W......................      5.633%        5.633%
         Class M-1.......................      5.881%        5.881%
         Class M-2.......................      5.931%        5.931%
         Class M-3.......................      6.030%        6.030%
         Class M-4.......................      6.475%        6.475%
         Class M-5.......................      6.920%        6.920%
         Class M-6.......................      7.200%        7.200%
         Class M-7.......................      7.200%        7.200%
         Class M-8.......................      7.200%        7.200%

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

(2)   For each Accrual Period relating to any Distribution Date occurring
      after the Optional Termination Date.

            Percentage Interest: With respect to any Interest-Bearing
Certificate, a fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance represented by such Certificate and the
denominator of which is the aggregate Certificate Principal Balance of the
related Class. With respect to the Class C, Class P and Class A-R
Certificates, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate.

            Performance Certification: As defined in Section 11.05.


                                      30
<PAGE>


            Permitted Investments: At any time, any one or more of the
following obligations and securities:

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

            (ii) general obligations of or obligations guaranteed by any state
      of the United States or the District of Columbia receiving the highest
      long-term debt rating of each Rating Agency, or such lower rating as
      each Rating Agency has confirmed in writing is sufficient for the
      ratings originally assigned to the Certificates by such Rating Agency
      (without regard to the FSA Policy, in the case of the Guaranteed
      Certificates);

            (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 (without regard to the FSA Policy, in
      the case of the Guaranteed Certificates);

            (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 (without regard to the FSA Policy, in the case of the
      Guaranteed Certificates);

            (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 (without regard to the FSA Policy, in the case of the Guaranteed
      Certificates);


                                      31
<PAGE>


            (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 (without regard to
      the FSA Policy, in the case of the Guaranteed Certificates);

            (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 (without regard to the FSA Policy, in
      the case of the Guaranteed Certificates); 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 (without regard to the FSA Policy, in the case of the
      Guaranteed Certificates), 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


                                      32
<PAGE>


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

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

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

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

            Preference Claim: As defined in Section 4.06(h).

            Pre-Funded Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $58,704,638.23.

            Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee
for the benefit of the Certificateholders and the Certificate Insurer and
designated "The Bank of New York, in trust for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series 2007-4." 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.


                                      33
<PAGE>


            Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement relating to the Certificates.

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

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

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

                  (i) the Mortgage Loan identifying number;

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

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

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

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

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

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

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

            Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a partial Principal
Prepayment or a Principal Prepayment in full during the period from the
beginning of the related Prepayment Period to the Due Date in


                                      34
<PAGE>


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 March 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, the sum of (i) the Principal Remittance Amount for such Distribution
Date, (ii) the Extra Principal Distribution Amount 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), minus (iv) any Overcollateralization Reduction Amount.

            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 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.


                                      35
<PAGE>


            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 2007-4". 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 C and Class P Certificates.

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

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

            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.

            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.


                                      36
<PAGE>


            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.

            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.


                                      37
<PAGE>


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

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

            Relief Act: The Servicemembers Civil Relief Act.

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

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

            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) have the same or higher
credit quality characteristics than that of the Deleted Mortgage Loan; (iii)
be accruing interest at a fixed rate not more than 1% per annum higher or
lower than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio
no higher than that of the Deleted Mortgage Loan; (v) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan; (vi) not permit conversion of the Mortgage Rate from a
fixed rate to a variable rate or vice versa; (vii) provide for a Prepayment
Charge on terms substantially similar to those of the Prepayment Charge, if
any, of the Deleted Mortgage Loan; (viii) have the same occupancy type and
lien priority as the Deleted Mortgage Loan; and (ix) 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 (ix) of this definition would cause a
proposed Replacement Mortgage Loan to fail to comply with one or more of
clauses (i), (ii), (iii), (vii) and/or (viii) of this definition, then such
proposed Replacement Mortgage Loan must comply with clause (ix) and need not
comply with one or more of clauses (i), (ii), (iii), (vii) and/or (viii), to
the extent, and only to the extent, necessary to assure that the Replacement
Mortgage Loan otherwise complies with clause (ix).

            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


                                      38
<PAGE>


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

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

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

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

            (e) any amendment to this Agreement;

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

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

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

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

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

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


                                      39
<PAGE>


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

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

            Required Distributions: As defined in the FSA Policy.

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

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

            Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution Date on or after the Stepdown Date, the average of the Sixty-Day
Delinquency Rates for 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


                                      40
<PAGE>


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.

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

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

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

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

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

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

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

            Sixty-Day Delinquency Rate: With respect to any Distribution Date
on or after the Stepdown Date, a fraction, expressed as a percentage, the
numerator of which is the


                                      41
<PAGE>


aggregate Stated Principal Balance for such Distribution Date of all Mortgage
Loans 60 or more days delinquent as of the close of business on the last day
of the calendar month preceding such Distribution Date (including Mortgage
Loans in foreclosure, bankruptcy and REO Properties) and the denominator of
which is the aggregate Stated Principal Balance for such Distribution Date of
all Mortgage Loans.

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

            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 April 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 64.00% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date.

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

                                                  Stepdown Target
                                                    Subordination
                                                       Percentage
                                                  ---------------
               Class M-1.......................            29.90%
               Class M-2.......................            24.30%
               Class M-3.......................            20.90%
               Class M-4.......................            17.90%


                                      42
<PAGE>


                                                  Stepdown Target
                                                    Subordination
                                                       Percentage
                                                  ---------------
               Class M-5.......................            15.00%
               Class M-6.......................            12.40%
               Class M-7.......................             9.70%
               Class M-8.......................             8.10%

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

            Subordinate Certificates: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 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 A Principal
Distribution Amount for such Distribution Date), (b) the aggregate Certificate
Principal Balance of any Class(es) of Subordinate Certificates that are senior
to the subject Class (in each case, after taking into account distribution of
the Subordinate Class Principal Distribution Amount(s) for such senior
Class(es) of Certificates for such Distribution Date), and (c) the Certificate
Principal Balance of the subject Class of Subordinate Certificates immediately
prior to such Distribution Date over (2) the lesser of (a) the product of (x)
100% minus the Stepdown Target Subordination Percentage for the subject Class
of Certificates and (y) the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (b) the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date minus the OC Floor;
provided, however, that if such Class of Subordinate Certificates is the only
Class of Subordinate Certificates outstanding on such Distribution Date, that
Class will be entitled to receive the entire remaining Principal Distribution
Amount until the Certificate Principal Balance thereof is reduced to zero.

            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.


                                      43
<PAGE>


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

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

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

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

            Subsequent Transfer Date Transfer Amount: With respect to any
Subsequent Transfer Date, an amount equal to the lesser of (i) the aggregate
Stated Principal Balances as of the related Subsequent Cut-off Dates of the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed
on the related 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).

            Subsidiary REMIC: As defined in the Preliminary Statement.

            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.


                                      44
<PAGE>


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

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

            Tax Matters Person Certificate: With respect to the Master REMIC
and the Subsidiary 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.

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

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

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

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

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

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


                                      45
<PAGE>


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

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

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

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

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

            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 and Greenwich
Capital Markets, Inc.

            Unpaid Realized Loss Amount: For any Class of Certificates and any
Distribution Date, (x) the portion of the aggregate Applied Realized Loss
Amount previously allocated to that Class remaining unpaid from prior
Distribution Dates (in the case of each Class of Guaranteed Certificates, as
reduced by any payment made by the Certificate Insurer in respect of principal
of that Class under the FSA Policy) minus (y) any increase in the Certificate
Principal Balance of that Class due to the allocation of Subsequent Recoveries
to the Certificate Principal Balance of that Class pursuant to Section
4.04(h).

            Voting Rights: The voting rights of all the Certificates that are
allocated to any Certificates for purposes of the voting provisions hereunder.
Voting Rights allocated to each Class of Certificates shall be allocated 97%
to the Certificates other than the Class A-R, Class C and Class P Certificates
(with the allocation among the Certificates to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes), and 1% to each of the Class A-R,
Class C and Class P Certificates. Voting Rights will be allocated among the
Certificates of each such Class in accordance with their respective Percentage
Interests. Notwithstanding any of the foregoing, on any date on which any
Guaranteed Certificates are outstanding or any amounts are owed the
Certificate Insurer under this Agreement, unless a Certificate Insurer Default
shall have occurred and be continuing, the Certificate Insurer will be
entitled to exercise the Voting Rights of the Guaranteed


                                      46
<PAGE>


Certificateholders, without the consent of the Guaranteed Certificateholders,
and the Guaranteed Certificateholders may exercise such rights only with the
prior written consent of the Certificate Insurer.

            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.

                                 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.


                                      47
<PAGE>


            Immediately upon the conveyance of the Initial Mortgage Loans
referred to in the preceding paragraph, the Depositor (i) sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders and the Certificate Insurer, without recourse, all right,
title and interest in and to the Initial Mortgage Loans and (ii) agrees to
cause the Certificate Insurer to deliver the FSA Policy to the Trustee.

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

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

            Immediately upon the conveyance of the Subsequent Mortgage Loans
referred to in the preceding paragraph, the Depositor sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders and the Certificate Insurer, 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:


                                      48
<PAGE>


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

            (2) the execution and delivery of such Subsequent Transfer
Agreement or conveyance of the related Subsequent Mortgage Loans does not
result in a reduction or withdrawal of any ratings assigned to the
Certificates by the Rating Agencies (without regard to the FSA Policy, in the
case of the Guaranteed Certificates);

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

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

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

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

            (7) following the conveyance of the Subsequent Mortgage Loans on
such Subsequent Transfer Date, the characteristics of the Mortgage Loans 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 Pool and (ii)
the percentage of Mortgage Loans in the Credit Grade Categories of "C" or
below, which will not exceed 15% of the Mortgage Pool) from the
characteristics listed below; provided that for the purpose of making such
calculations, the characteristics for any Initial Mortgage Loan made will be
taken as of the Initial Cut-off Date and the characteristics for any
Subsequent Mortgage Loans will be taken as of the Subsequent Cut-off Date:

                                                                       Permitted
Characteristic                                                Value     Variance
--------------                                                -----     --------
Weighted Average Mortgage Rate.........................       8.027 %   +/-0.10%
Weighted Average Original Loan-to-Value Ratio..........      76.94%     +/-3.00%


                                      49
<PAGE>


Weighted Average Credit Bureau Risk Score..............  605 points  +/-5 points
Percentage Originated under CHL's Full Documentation
Program................................................     71.80 %     +/-3.00%

            (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, (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).


                                      50
<PAGE>


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

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

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

                  (iii) in the case of each Mortgage Loan that is not a MERS
            Mortgage Loan, a duly executed assignment of the Mortgage to
            "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The
            Bank of New York, a New York banking corporation, as trustee under
            the Pooling and Servicing Agreement dated as of March 1, 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


                                      51
<PAGE>


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

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

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


                                      52
<PAGE>


Seller shall deliver to the Trustee a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original recorded document. Each Seller shall promptly forward or cause to be
forwarded to the Trustee (x) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (y) any other
documents required to be delivered by the Depositor or the Master Servicer to
the Trustee within the time periods specified in this Section 2.01.

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

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


                                      53
<PAGE>


with full power and authority acting in its stead for the purpose of such
preparation, execution and filing.

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

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

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

            Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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


                                      54
<PAGE>


other assets included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders and the Certificate
Insurer.

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

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

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

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


                                      55
<PAGE>


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

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

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

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

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

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

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


                                      56
<PAGE>


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

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

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

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

            (b) The Trustee agrees to execute and deliver on the Subsequent
Transfer Date to the Depositor, the Master Servicer and CHL (on behalf of each
Seller) an Initial 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


                                      57
<PAGE>


documents, such documents appear regular on their face and relate to such
Subsequent Mortgage Loan.

            The Trustee agrees to execute and deliver within 30 days after the
Subsequent Transfer Date to the Depositor, the Master Servicer and CHL (on
behalf of each Seller) an Interim Certification substantially in the form
annexed hereto as Exhibit G-2 to the effect that, as to each Subsequent
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent
Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically
identified in such certification as not covered by such certification), all
documents required to be delivered to it pursuant to this Agreement with
respect to such Subsequent Mortgage Loan are in its possession (except those
described in Section 2.01(g)(vi)) and based on its review and examination and
only as to the foregoing documents, (i) such documents appear regular on their
face and relate to such Subsequent Mortgage Loan, and (ii) the information set
forth in items (i), (iii), (iv), (vi), (vii) and (xiii) 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), the Certificate Insurer and to any Certificateholder that so
requests a Final Certification with respect to the Subsequent Mortgage Loans
substantially in the form annexed hereto as Exhibit H, with any applicable
exceptions noted thereon.

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

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

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


                                      58
<PAGE>


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

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

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

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

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

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


                                      59
<PAGE>


Request for File Release with respect thereto, the Trustee shall release the
related Mortgage File to CHL and shall execute and deliver at CHL's request
such instruments of transfer or assignment as CHL has prepared, in each case
without recourse, as shall be necessary to vest in CHL, or a designee, the
Trustee's interest in any Subsequent Mortgage Loan released pursuant hereto.
If pursuant to the foregoing provisions CHL repurchases a Subsequent Mortgage
Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to
transfer the Mortgage from MERS to CHL and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations.

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

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

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

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

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

                  (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,


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<PAGE>


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

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

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

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

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

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


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<PAGE>


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

            (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 are measured by the Cut-off Date Principal Balance of the
Initial Mortgage Loans in the Trust Fund):

                  (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,


                                      62
<PAGE>


      administrative agency or governmental body having jurisdiction over CHL;
      and CHL is not in breach or violation of any material indenture or other
      material agreement or instrument, or in violation of any statute, order
      or regulation of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over it which breach or violation
      may materially impair CHL's ability to perform or meet any of its
      obligations under this Agreement and each Subsequent Transfer Agreement.

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

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

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

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

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

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

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

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


                  (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,


                                      64
<PAGE>


      has done, by act or omission, anything that would impair the coverage of
      such mortgage title insurance policy.

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

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

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

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

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

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


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

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

                  (34) [RESERVED].

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


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<PAGE>


                  (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 are
      secured by investor properties, and no less than approximately the
      percentage specified in the Collateral Schedule of the Initial Mortgage
      Loans respectively, are secured by owner-occupied Mortgaged Properties
      that are primary residences.

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

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

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

                  (40) There is no material monetary default existing under
      any Mortgage or the related Mortgage Note and, to the best of CHL's
      knowledge, there is no material event that, with the passage of time or
      with notice and the expiration of any grace or cure 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.


                                      67
<PAGE>


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

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

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

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

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

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

                  (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.


                                      68
<PAGE>


                  (48) The Mortgage Rates borne by the Initial Mortgage Loans
      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) [RESERVED].

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

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

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

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

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

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

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


                                      69
<PAGE>


      accordance with prudent mortgage servicing standards, any applicable
      laws, rules and regulations and in accordance with the terms of the
      Mortgage Notes, Mortgage and other loan documents, whether such
      origination and servicing was done by the applicable Seller, its
      affiliates, or any third party which originated the Mortgage Loan on
      behalf of, or sold the Mortgage Loan to, any of them, or any servicing
      agent of any of the foregoing.

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

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

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

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

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

                  (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.


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<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                      71
<PAGE>


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

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

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

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


                                      72
<PAGE>


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

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

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

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

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


                                      73
<PAGE>


                  (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.


                                      74
<PAGE>


                  (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 or
the Certificate Insurer in any Mortgage Loan, the party discovering such
breach shall give prompt notice thereof to the other parties, the NIM Insurer
and the Certificate 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 or the Certificate Insurer, 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


                                      75
<PAGE>


the Master Servicer or the Trustee in respect of enforcing the remedies for
such breach. To enable the Master Servicer to amend the Mortgage Loan
Schedule, any Representing Party liable for a breach under this Section 2.03
shall, unless it cures such breach in a timely fashion pursuant to this
Section 2.03, promptly notify the Master Servicer whether such Representing
Party intends either to repurchase, or to substitute for, the Mortgage Loan
affected by such breach. With respect to the representations and warranties
described in this Section that are made to the best of the Representing
Party's knowledge, if it is discovered by any of the Depositor, the Master
Servicer, the Sellers or the Trustee that the substance of such representation
and warranty is inaccurate and such inaccuracy materially and adversely
affects the value of the related Mortgage Loan, notwithstanding the
Representing Party's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty. Any breach of a representation set
forth in Section 2.03(a)(8), (b)(72), (b)(75) or (b)(76) shall be deemed to
materially and adversely affect the Certificateholders. With respect to a
breach of a representation of Park Monaco or Park Sienna, if that Seller fails
to cure the breach or repurchase the affected Mortgage Loan within the time
period required by Section 2.03 hereunder, CHL hereby agrees to honor that
Seller's obligations as set forth in this Section.

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


                                      76
<PAGE>


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

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

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

            Section 2.04 Representations and Warranties of the Depositor.

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

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

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


                                      77
<PAGE>


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

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

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

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

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

            It is understood and agreed that the representations and
warranties set forth in the two immediately preceding paragraphs shall survive
delivery of the Mortgage Files to the 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


                                      78
<PAGE>


herein as a "breach"), which breach materially and adversely affects the
interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency, the NIM
Insurer and the Certificate 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 or the Certificate Insurer in any Mortgage
Loan, it shall cure such breach in all material respects and, if such breach
is not so cured, shall repurchase or replace the affected Mortgage Loan or
Loans in accordance with the procedure set forth in Section 2.03(e).

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

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

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

            Section 2.06 Authentication and Delivery of Certificates.

            The Trustee acknowledges the transfer and assignment to it of the
Trust Fund and, concurrently with such transfer and assignment, has executed,
authenticated and delivered, to or


                                      79
<PAGE>


upon the order of the Depositor, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold
the Trust Fund and exercise the rights referred to above for the benefit of
all present and future Holders of the Certificates and to perform the duties
set forth in this Agreement.

            Section 2.07 Covenants of the Master Servicer.

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

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

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

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 3.01 Master Servicer to Service Mortgage Loans.

            For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with customary
and usual standards of practice of prudent mortgage loan lenders in the
respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Master Servicer shall
take no action that is inconsistent with or prejudices the interests of the
Trustee or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor and the Trustee under this Agreement. The Master
Servicer shall represent and protect the interest of the Trustee in the same
manner as it currently protects its own interest in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to
qualify as a REMIC or (ii) result in the imposition of any tax under section
860(a) or 860(d) of the Code, but in any case the Master Servicer shall not
act in any manner that is a lesser standard than that provided in the first
sentence of this Section


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3.01. Without limiting the generality of the foregoing, the Master Servicer,
in its own name or in the name of the Depositor and the Trustee, is hereby
authorized and empowered by the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
any of them, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable instruments,
with respect to the Mortgage Loans, and with respect to the Mortgaged
Properties held for the benefit of the Certificateholders. The Master Servicer
shall prepare and deliver to the Depositor and/or the Trustee such documents
requiring execution and delivery by any or all of them as are necessary or
appropriate to enable the Master Servicer to service and administer the
Mortgage Loans. Upon receipt of such documents, the Depositor and/or the
Trustee shall execute such documents and deliver them to the Master Servicer.
The Master Servicer further is authorized and empowered by the Trustee, on
behalf of the Certificateholders and the Trustee, in its own name or in the
name of the Subservicer, when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment to register any
Mortgage Loan on the MERS(R) System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them,
any and all instruments of assignment and other comparable instruments with
respect to such assignment or re-recording of a Mortgage in the name of MERS,
solely as nominee for the Trustee and its successors and assigns.

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

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

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

            In the event that a shortfall in any collection on or liability
with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances
that were made by the Master Servicer in a manner not consistent with the
terms of the related Mortgage Note and this Agreement, the Master Servicer,
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


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master servicer in respect of any such liability. Such indemnities shall
survive the termination or discharge of this Agreement. Notwithstanding the
foregoing, this Section 3.01 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor under
the terms of the related Mortgage Note, as permitted by law and shall not be
an expense of the Trust.

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

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

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


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

            None of the Trustee, the Sellers, the Certificateholders, the NIM
Insurer, the Certificate 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 Certificate Insurer, 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 Certificate Insurer, 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, the
Certificate 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 Certificate Insurer, the NIM Insurer or the Trust Fund, and in
either case, the Depositor, the NIM Insurer, the Certificate Insurer or the
Trustee, as the case may be, shall use its reasonable best efforts to assure
the confidentiality of any such disseminated non-public information. The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer under this Agreement and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement or exercise the rights of the Master Servicer under this
Agreement; provided by virtue of such performance by the Depositor of its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.

            Section 3.04 Trustee to Act as Master Servicer.

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


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hereof). If the Master Servicer shall for any reason no longer be the Master
Servicer (including by reason of any Event of Default or termination by the
Depositor), the Trustee (or any other successor servicer) may, at its option,
succeed to any rights and obligations of the Master Servicer under any
subservicing agreement in accordance with the terms thereof; provided that the
Trustee (or any other successor servicer) shall not incur any liability or
have any obligations in its capacity as servicer under a subservicing
agreement arising prior to the date of such succession unless it expressly
elects to succeed to the rights and obligations of the Master Servicer
thereunder; and the Master Servicer shall not thereby be relieved of any
liability or obligations under the subservicing agreement arising prior to the
date of such succession.

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

            Section 3.05 Collection of Mortgage Loan Payments; Certificate
                         Account; Distribution Account; Pre-Funding Account;
                         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, 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


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Mortgage Loans on or before the Cut-off Date) and the following amounts
required to be deposited hereunder:

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

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

                  (3) all Insurance Proceeds;

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

                  (5) all Compensating Interest;

                  (6) any amount required to be deposited by the Master
      Servicer pursuant to Section 3.05(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.


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            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.

            (c) The Trustee shall establish and maintain, on behalf of the
Certificateholders and the Certificate Insurer, 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.


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            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.

            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


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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.

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

            Upon reasonable advance notice in writing if required by federal
regulation, the Master Servicer will provide to each Certificateholder or
Certificate Owner that is a savings and loan association, bank or insurance
company certain reports and reasonable access to information and documentation
regarding the Mortgage Loans sufficient to permit such Certificateholder or
Certificate Owner to comply with applicable regulations of the OTS or other
regulatory


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authorities with respect to investment in the Certificates; provided that the
Master Servicer shall be entitled to be reimbursed by each such
Certificateholder or Certificate Owner for actual expenses incurred by the
Master Servicer in providing such reports and access.

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

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

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

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

                  (iii) [Reserved];

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

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

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

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


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

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

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

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

            In addition, no later than 1:00 p.m. Pacific time on the
Distribution Account Deposit Date, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee the Interest Remittance Amount,
Principal Remittance Amount, Prepayment Charges collected and the Master
Servicer Prepayment Charge Payment Amount, 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 the Certificate Insurer and
remittance to the Final Maturity Reserve Fund 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)(iv) hereof; and

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

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

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

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

            Section 3.09 [Reserved].

            Section 3.10 Maintenance of Hazard Insurance.

            The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount that is at
least equal to the lesser of (i) the


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

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

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


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

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

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

            (a) Notwithstanding the first sentence of Section 3.01, the Master
Servicer may agree to any modification of any Mortgage Loan (the "Modified
Mortgage Loan") if (i) CHL purchases the Modified Mortgage Loan from the Trust
Fund immediately following the


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modification as described below and (ii) the Stated Principal Balance of such
Mortgage Loan, when taken together with the aggregate of the Stated Principal
Balances of all other Mortgage Loans 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.

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


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

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

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


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

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

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

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

            (c) [Reserved].

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


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

            Section 3.13 Trustee to Cooperate; Release of Mortgage Files.

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


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

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

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

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


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            Section 3.15 Servicing Compensation.

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

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

            Section 3.16 Access to Certain Documentation.

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

            Section 3.17 Annual Statement as to Compliance.

            (a) The Master Servicer shall deliver to the Depositor and the
Trustee on or before March 15 of each year, commencing with its 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.


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            (b) The Master Servicer shall cause each Subservicer to deliver to
the Depositor and the Trustee on or before March 15 of each year, commencing
with its 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 The Corridor Contract.

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

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

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


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distribution to the Class C Certificates pursuant to Section 4.07 until such
Corridor Contract Termination Date. On the Corridor Contract Termination Date,
after all other distributions on such date, if any such amount in respect of
early termination of the Corridor Contract remains in the Carryover Reserve
Fund, such amounts shall be distributed by the Trustee to the Class C
Certificates.

            Section 3.20 Prepayment Charges.

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

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

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

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


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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 [Reserved].

                                 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)


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from the Trustee pursuant to any applicable provision of this Agreement,
except as otherwise provided in this Section 4.01.

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

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


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            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:

                  (i) to the Final Maturity Reserve Fund, the Final Maturity
            Reserve Deposit with respect to such Distribution Date;

                  (ii) concurrently, pro rata based on their respective
            entitlements (x) to the Certificate Insurer, the Class A-4W
            Premium, Class A-5W Premium and Class A-6W Premium for such
            Distribution Date and (y) concurrently to each class of Class A
            Certificates, the Current Interest and Interest Carry Forward
            Amount for each such class,

                  (iii) to the Certificate Insurer, any FSA Reimbursement
            Amount,

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

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

            (b) On each Distribution Date, the Principal Distribution Amount
for such Distribution Date 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) to the Class A Certificates and to the Certificate
            Insurer, in the order and amounts set forth in clause (3)(A)
            below, and

                  (B) sequentially, to the Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
            Certificates, in that order, until their Certificate Principal
            Balances are reduced to zero, and

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

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

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


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                  (B) to the Certificate Insurer, any remaining Class A-4W
            Premium, Class A-5W Premium and Class A-6W Premium and any
            remaining FSA Reimbursement Amount, in each case that has not been
            paid from Interest Funds for the Distribution Date,

                  (C) sequentially, to the Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
            Certificates, in that order, the Subordinate Class Principal
            Distribution Amount for each such Class, until their Certificate
            Principal Balances are reduced to zero, and

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

                  (3) On each Distribution Date on which any principal amounts
      are to be distributed to the Class A Certificates and the Certificate
      Insurer pursuant to clause (1)(A) above or to the Class A Certificates
      pursuant to clause (2)(A) above, such amounts shall be distributed to
      the Class A Certificates and, if applicable, the Certificate Insurer, in
      the following order:

                  (A) For each Distribution Date prior to the Stepdown Date or
            on which a Trigger Event is in effect,

                  (i) concurrently, to (x) the Class A-6 Certificates and (y)
            the Class A-6W Certificates and the Certificate Insurer, pro rata
            (based on, with respect to clause (x), the Certificate Principal
            Balance of the Class A-6 Certificates, and with respect to clause
            (y), the Certificate Principal Balance of the Class A-6W
            Certificates), the NAS Principal Distribution Amount as follows:

                        (a) to the Class A-6 Certificates, until their
                  Certificate Principal Balance is reduced to zero, and

                        (b) sequentially:

                              (1) to the Certificate Insurer, any remaining
                        Class A-6W Premium that has not been paid from
                        Interest Funds for the Distribution Date, and

                              (2) to the Class A-6W Certificates, until their
                        Certificate Principal Balance is reduced to zero,

                  (ii) concurrently, to the Class A-1A and Class A-1B
            Certificates, pro rata, based on their respective Certificate
            Principal Balances, until their Certificate Principal Balances are
            reduced to zero,

                  (iii) sequentially, to the Class A-2 and Class A-3
            Certificates, in that order, in each case until their Certificate
            Principal Balances are reduced to zero,

                  (iv) to the Certificate Insurer, any remaining Class A-4W
            Premium for the FSA Policy not paid from Interest Funds for the
            Distribution Date, and then to


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            the Class A-4W Certificates until their Certificate Principal
            Balance is reduced to zero,

                  (v) concurrently, to (x) the Class A-5 Certificates and (y)
            the Class A-5W Certificates and the Certificate Insurer, pro rata
            (based on, with respect to clause (x), the Certificate Principal
            Balance of the Class A-5 Certificates, and with respect to clause
            (y), the Certificate Principal Balance of the Class A-5W
            Certificates) as follows:

                        (a) to the Class A-5 Certificates, until their
                  Certificate Principal Balance is reduced to zero, and

                        (b) sequentially:

                              (1) to the Certificate Insurer, any remaining
                        Class A-5W Premium that has not been paid from
                        Interest Funds for the Distribution Date, and

                              (2) to the Class A-5W Certificates, until their
                        Certificate Principal Balance is reduced to zero,

                  (vi) concurrently, to (x) the Class A-6 Certificates and (y)
            the Class A-6W Certificates and the Certificate Insurer, pro rata
            (based on, with respect to clause (x), the Certificate Principal
            Balance of the Class A-6 Certificates, and with respect to clause
            (y), the Certificate Principal Balance of the Class A-6W
            Certificates), without regard to the NAS Principal Distribution
            Amount as follows:

                        (a) to the Class A-6 Certificates, until their
                  Certificate Principal Balance is reduced to zero, and

                        (b) sequentially:

                              (1) to the Certificate Insurer, any remaining
                        Class A-6W Premium that has not been paid from
                        Interest Funds for the Distribution Date, and

                              (2) to the Class A-6W Certificates, until their
                        Certificate Principal Balance is reduced to zero, and

                  (vii) to the Certificate Insurer, any remaining FSA
            Reimbursement Amount that has not been paid from Interest Funds
            for the Distribution Date.

                  (B) For each Distribution Date on or after the Stepdown Date
            and so long as a Trigger Event is not in effect,


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                  (i) concurrently, to the Class A-6 and Class A-6W
            Certificates, the NAS Principal Distribution Amount, pro rata,
            based on their respective Certificate Principal Balances, until
            their Certificate Principal Balances are reduced to zero,

                  (ii) concurrently, to the Class A-1A and Class A-1B
            Certificates, pro rata, based on their respective Certificate
            Principal Balances, until their Certificate Principal Balances are
            reduced to zero,

                  (iii) sequentially, to the Class A-2, Class A-3 and Class
            A-4W Certificates, in that order, until their Certificate
            Principal Balances are reduced to zero,

                  (iv) concurrently, to the Class A-5 and Class A-5W
            Certificates, pro rata, based on the Certificate Principal
            Balances thereof, until their Certificate Principal Balances are
            reduced to zero, and

                  (v) concurrently, to the Class A-6 and Class A-6W
            Certificates, without regard to the NAS Principal Distribution
            Amount, pro rata, based on their respective Certificate Principal
            Balances, until their Certificate Principal Balances are reduced
            to zero.

            (c) With respect to any Distribution Date, any Excess Cashflow
and, in the case of clauses (1) and (2) below and in the case of the payment
of Unpaid Realized Loss Amounts pursuant to clause (3) below, any Credit
Comeback Excess Cashflow, shall be distributed to the Classes of Certificates
in the following order, 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,
      payable to such Holders of each such Class as part of the Principal
      Distribution Amount pursuant to Section 4.04(b) above;

                  (2) concurrently, to each Class of Class A Certificates and
      to the Certificate Insurer, pro rata based on the Unpaid Realized Loss
      Amounts for such Classes (in the case of the Class A Certificates) and
      any unpaid FSA Reimbursement Amount (in the case of the Certificate
      Insurer), in each case in an amount equal to the Unpaid Realized Loss
      Amount for such Class or the unpaid FSA Reimbursement Amount, as the
      case may be;

                  (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 and Class M-8 Certificates,
      in that order, in each case first in an amount equal to any Interest
      Carry Forward Amount for such Class, and second in an amount equal to
      the Unpaid Realized Loss Amount for such Class;

                  (4) to the Carryover Reserve Fund and from the Carryover
      Reserve Fund to each Class of Interest-Bearing Certificates, pro rata
      based on the Certificate Principal Balances thereof (in the case of the
      Class A-1A Certificates after application of


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<PAGE>


      amounts allocated to the Trust Fund in respect of the Corridor Contract
      to cover Net Rate Carryover), to the extent needed to pay any Net Rate
      Carryover for each such Class; provided that any Excess Cashflow
      remaining after such allocation to pay Net Rate Carryover based on the
      Certificate Principal Balances of those Certificates shall be
      distributed to each Class of Interest-Bearing Certificates with respect
      to which there remains any unpaid Net Rate Carryover (after the
      distribution based on Certificate Principal Balances), pro rata, based
      on the amount of such unpaid Net Rate Carryover;

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

                  (6) if and for so long as the Final Maturity OC Trigger is
      in effect, to the Class A Certificates, the Certificate Insurer and the
      Subordinate Certificates, in the same order in which the Principal
      Distribution Amount would be distributed to such Certificates and the
      Certificate Insurer on such Distribution Date assuming that a Trigger
      Event were in effect;

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

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

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

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

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

            (g) On each Distribution Date, the Trustee shall allocate any
Applied Realized Loss Amount to reduce the Certificate Principal Balances of
the Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class
M-2 and Class M-1 Certificates, sequentially, in that order, until their
Certificate Principal Balances are reduced to zero. After the Certificate
Principal Balances of the Subordinate Certificates have been reduced to zero,
the Trustee shall allocate any Applied Realized Loss Amount to reduce the
Certificate Principal Balances of each Class of Class A Certificates, on a pro
rata basis according to their respective Certificate


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<PAGE>


Principal Balances, until the Certificate Principal Balances of such Classes
have been reduced to zero.

            (h) On each Distribution Date, the Trustee shall allocate the
amount of the Subsequent Recoveries with respect to the Mortgage Loans, if
any, first to increase the Certificate Principal Balances of the Certificate
Principal Balances of the Classes of Class A Certificates to which Applied
Realized Loss Amounts have been previously allocated (such increases to be
made among the Classes of Class A Certificates on a pro rata basis according
to their respective Certificate Principal Balances), in each case by not more
than the amount of the Unpaid Realized Loss Amount of such Class, and then to
increase the Certificate Principal Balance of the Subordinate Certificates to
which Applied Realized Loss Amounts have been previously allocated,
sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7 and Class M-8 Certificates, in that order, in each case
by not more than the amount of the Unpaid Realized Loss Amount of such Class.

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

            (i) 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. Payments to the Certificate Insurer shall be made
by wire transfer of immediately available funds to the following account,
unless the Certificate Insurer notifies the Trustee in writing: Financial
Security Assurance Inc., Account Number 8900297263, The Bank of New York, ABA
Number 0201000018, Re: CWABS 2007-4, Policy No. 51827-N, Class A-4W, Class
A-5W and Class A-6W Certificates.

            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.


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            (j) On the earlier of (i) the Distribution Date in March 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 Class A Certificates, the Certificate Insurer and
      the Subordinate Certificates, in the same order in which the Principal
      Distribution Amount would be distributed to such Certificates and the
      Certificate Insurer on such Distribution Date assuming that a Trigger
      Event were in effect; and

                  (2) 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 the Certificate Insurer and each Rating
Agency and make available to Certificateholders on the Trustee's website
(http://www.bnyinvestorreporting.com) a statement generally setting forth the
information contained in Exhibit W.

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

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

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

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


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

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

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

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

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

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

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

            Section 4.06 FSA Policy; Rights of the Certificate Insurer.

            (a) If, on the third Business Day before any Distribution Date,
the Trustee determines that the amounts available for such Distribution Date
distributable to the Holders of the Guaranteed Certificates pursuant to
Section 4.04 will be insufficient to pay the related Required Distributions
due on such Distribution Date, the Trustee shall determine the amount of any
such deficiency and shall give notice to the Certificate Insurer and the
Fiscal Agent, if any, by telephone or telecopy of the amount of such
deficiency, confirmed in writing by notice substantially in the form of
Exhibit A to the FSA Policy, by 12:00 p.m., New York City time on such third
Business Day. The Trustee's responsibility for delivering the notice to the
Certificate Insurer as provided in the preceding sentence is limited to the
availability, timeliness and accuracy of the information provided by the
Master Servicer.

            (b) In the event the Trustee receives a certified copy of an order
of the appropriate court that any scheduled payment of principal or interest
on a Guaranteed Certificate has been voided in whole or in part as a
preference payment under applicable bankruptcy law, the Trustee shall (i)
promptly notify the Certificate Insurer and the Fiscal Agent, if any, and (ii)
comply with the provisions of the FSA Policy, to obtain payment by the
Certificate Insurer of


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such voided scheduled payment. In addition, the Trustee shall mail notice to
all Holders of the Guaranteed Certificates so affected that, in the event that
any such Holder's scheduled payment is so recovered, such Holder will be
entitled to payment pursuant to the terms of the FSA Policy, a copy of which
shall be made available to such Holders by the Trustee. The Trustee shall
furnish to the Certificate Insurer and the Fiscal Agent, if any, its records
listing the payments on the affected Guaranteed Certificates, if any, that
have been made by the Trustee and subsequently recovered from the affected
Holders, and the dates on which such payments were made by the Trustee.

            (c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish a special purpose trust account in the
name of the Trustee for the benefit of Holders of the Guaranteed Certificates
(the "FSA Policy Payments Account") over which the Trustee shall have
exclusive control and sole right of withdrawal. The FSA Policy Payments
Account shall be an Eligible Account. The Trustee shall deposit any amount
paid under the FSA Policy into the FSA Policy Payments Account and distribute
such amount only for the purposes of making the payments to Holders of the
Guaranteed Certificates, in respect of the related Required Distributions for
which the related claim was made under the FSA Policy. Such amounts shall be
allocated by the Trustee to Holders of Guaranteed Certificates affected by
such shortfalls in the same manner as principal and interest payments are to
be allocated with respect to such Certificates pursuant to Section 4.04. It
shall not be necessary for such payments to be made by checks or wire
transfers separated from the checks or wire transfers used to make regular
payments hereunder with funds withdrawn from the Distribution Account.
However, any payments made on the Guaranteed Certificates from funds in the
FSA Policy Payments Account shall be noted as provided in subsection (e)
below. Funds held in the FSA Policy Payments Account shall not be invested by
the Trustee.

            (d) Any funds received from the Certificate Insurer for deposit
into the FSA Policy Payments Account pursuant to the FSA Policy in respect of
a Distribution Date or otherwise as a result of any claim under the FSA Policy
shall be applied by the Trustee directly to the payment in full (i) of the
related Required Distributions due on such Distribution Date on the Guaranteed
Certificates or (ii) of other amounts payable under the FSA Policy. Funds
received by the Trustee as a result of any claim under the FSA Policy shall be
used solely for payment to the Holders of the Guaranteed Certificates and may
not be applied for any other purpose, including, without limitation,
satisfaction of any costs, expenses or liabilities of the Trustee, the Master
Servicer or the Trust Fund. Any funds remaining in the FSA Policy Payments
Account on the first Business Day after each Distribution Date shall be
remitted promptly to the Certificate Insurer in accordance with the
instructions set forth in Section 4.04(i).

            (e) The Trustee shall keep complete and accurate records in
respect of (i) all funds remitted to it by the Certificate Insurer and
deposited into the FSA Policy Payments Account and (ii) the allocation of such
funds to (A) payments of interest on and principal in respect of each Class of
Guaranteed Certificates (B) Applied Realized Loss Amounts allocated to each
Class of Guaranteed Certificates and (C) the amount of funds available to make
distributions on the Guaranteed Certificates pursuant to Sections 4.04(a),
(c), (d) and (e). The Certificate Insurer shall have the right to inspect such
records at reasonable times during normal business hours upon three Business
Days' prior notice to the Trustee.


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            (f) The Trustee acknowledges, and each Holder of a Guaranteed
Certificate by its acceptance of the Guaranteed Certificate agrees, that,
without the need for any further action on the part of the Certificate Insurer
or the Trustee, to the extent the Certificate Insurer makes payments, directly
or indirectly, on account of principal of or interest on any Guaranteed
Certificates, the Certificate Insurer will be fully subrogated to the rights
of the Holders of such Guaranteed Certificates to receive such principal and
interest from the Trust Fund. The Holders of the Guaranteed Certificates, by
acceptance of the Guaranteed Certificates, assign their rights as Holders of
the Guaranteed Certificates to the extent of the Certificate Insurer's
interest with respect to amounts paid under the FSA Policy. Anything herein to
the contrary notwithstanding, solely for purposes of determining the
Certificate Insurer's rights, as applicable, as subrogee for payments
distributable pursuant to Section 4.04, any payment with respect to
distributions to any Class of Guaranteed Certificates which is made with funds
received pursuant to the terms of the FSA Policy shall not be considered
payment of such Class of Guaranteed Certificates from the Trust Fund and shall
not result in the distribution or the provision for the distribution in
reduction of the Certificate Principal Balance of such Class of Guaranteed
Certificates within the meaning of Article IV.

            (g) Upon its becoming aware of the occurrence of an Event of
Default, the Trustee shall promptly notify the Certificate Insurer of such
Event of Default.

            (h) The Trustee shall promptly notify the Certificate Insurer of
either of the following as to which it has actual knowledge: (A) the
commencement of any proceeding by or against the Depositor commenced under the
United States bankruptcy code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding") and
(B) the making of any claim in connection with any Insolvency Proceeding
seeking the avoidance as a preferential transfer (a "Preference Claim") of any
distribution made with respect to the Guaranteed Certificates as to which it
has actual knowledge. Each Holder of a Guaranteed Certificate, by its purchase
of Guaranteed Certificates, and the Trustee hereby agrees that the Certificate
Insurer (so long as no Certificate Insurer Default exists) may at any time
during the continuation of any proceeding relating to a Preference Claim
direct all matters relating to such Preference Claim, including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedes or performance
bond pending any such appeal. In addition and without limitation of the
foregoing, the Certificate Insurer shall be subrogated to the rights of the
Trustee and each Holder of a Guaranteed Certificate in the conduct of any
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in
connection with any such Preference Claim.

            (i) The Master Servicer shall designate a Certificate Insurer
Contact Person who shall be available to the Certificate Insurer to provide
reasonable access to information regarding the Mortgage Loans. The initial
Certificate Insurer Contact Person is to the attention of Secondary Marketing.

            (j) The Trustee shall surrender the FSA Policy to the Certificate
Insurer for cancellation upon the reduction of the aggregate Certificate
Principal Balance of the Guaranteed Certificates to zero.


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            (k) The Trustee shall send to the Certificate Insurer the reports
prepared pursuant to Sections 3.17 and 11.07 and the statements prepared
pursuant to Section 4.05, as well as any other statements or communications
sent to Holders of the Guaranteed Certificates, in each case at the same time
such reports, statements and communications are otherwise sent.

            (l) For so long as no Certificate Insurer Default shall have
occurred and be continuing, each Holder of a Guaranteed Certificate agrees
that the Certificate Insurer shall be treated by the Depositor, the Master
Servicer and the Trustee as if the Certificate Insurer were the Holder of all
of the Guaranteed Certificates, for the purpose (and solely for the purpose)
of the giving of any consent, the making of any direction or the exercise of
any voting or other control rights otherwise given to the Holders of the
Guaranteed Certificates hereunder.

            (m) With respect to this Section 4.06, the terms "Receipt" and
"Received" shall mean actual delivery to the Certificate Insurer and the
Fiscal Agent, if any, prior to 12:00 p.m., New York City time, on a Business
Day; delivery either on a day that is not a Business Day or after 12:00 p.m.,
New York time, shall be deemed to be Receipt on the next succeeding Business
Day. If any notice or certificate given under the FSA Policy by the Trustee is
not in proper form or is not properly completed, executed or delivered, or
contains any misstatement, it shall be deemed not to have been Received. The
Certificate Insurer or the Fiscal Agent, if any, shall promptly so advise the
Trustee and the Trustee may submit an amended notice.

            (n) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to the Rating Agencies or the Guaranteed
Certificateholders shall also be sent at such time to the Certificate Insurer
at the notice address set forth in Section 10.05.

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

            (p) All references herein to the ratings assigned to the
Certificates and to the interests of any Certificateholders shall be without
regard to the FSA Policy, in the case of the Guaranteed Certificates.

            Section 4.07 Carryover Reserve Fund.

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

            (b) On each Distribution Date, the Trustee shall deposit all
amounts received in respect of the Corridor Contract in the Carryover Reserve
Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to
make distributions in respect of Net Rate Carryover as to the extent required
by Section 4.04.


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

            (d) 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.

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

            Section 4.08 Credit Comeback Excess Account.

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

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

            Funds in the Credit Comeback Excess Account 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 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


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on deposit in the Credit Comeback Excess Account (or such investments)
immediately as realized.

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

            Section 4.09 [Reserved]

            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


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authorized to retain pursuant to the third paragraph of Section 8.11. In
addition, the Final Maturity Reserve Trustee may from time to time make
withdrawals from the Final Maturity Reserve Fund for the following purposes:

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

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


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                                  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-17, Exhibit B, Exhibit C, Exhibit D and
Exhibit E. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof and
aggregate dollar denominations as set forth in the following table:

                                               Integral               Original
                                           Multiples in            Certificate
                     Minimum                  Excess of              Principal
Class           Denomination                    Minimum                Balance
----------------------------- -------------------------- ---------------------
A-1A                 $20,000                         $1           $184,585,000
A-1B                 $20,000                         $1            $90,000,000
A-2                  $20,000                         $1            $79,542,000
A-3                  $20,000                         $1           $185,808,000
A-4W                 $20,000                         $1            $77,898,000
A-5                  $20,000                         $1            $28,000,000
A-5W                 $20,000                         $1            $74,167,000
A-6                  $20,000                         $1            $20,000,000
A-6W                 $20,000                         $1            $80,000,000
M-1                  $20,000                         $1            $30,500,000
M-2                  $20,000                         $1            $28,000,000
M-3                  $20,000                         $1            $17,000,000
M-4                  $20,000                         $1            $15,000,000
M-5                  $20,000                         $1            $14,500,000
M-6                  $20,000                         $1            $13,000,000
M-7                  $20,000                         $1            $13,500,000
M-8                  $20,000                         $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


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<PAGE>


authentication. On the Closing Date, the Trustee shall authenticate the
Certificates to be issued at the written direction of the Depositor, or any
affiliate thereof.

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

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

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

            At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate 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) (the
"Investment Letter") or Exhibit L (in the


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<PAGE>


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

            No Transfer of an ERISA-Restricted Certificate (other than a
transfer of an ERISA-Restricted Certificate to an affiliate of the Depositor
(either directly or through a nominee) in connection with the initial issuance
of the Certificates) shall be made unless the Trustee shall have received
either (i) a 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


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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.

            Until the Final Maturity Reserve Fund terminates, 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


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its transferor an agreement to obtain from its transferee such a
representation and agreement. For purposes of the preceding sentence, any
investor acquiring a Private Certificate (or any beneficial interest therein)
that is not an ERISA-Restricted Certificate shall be deemed to have made to
the Trustee or its transferor the representation and agreement set forth in
the preceding sentence by the transferee's acceptance of such Certificate (or
beneficial interest therein).

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

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

                  (2) Except in connection with (i) the registration of the
      Tax Matters Person Certificate in the name of the Trustee or (ii) any
      registration in the name of, or transfer of a Class A-R Certificate to,
      an affiliate of the Depositor (either directly or 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


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      not obligated to recover from any Holder of a Class A-R Certificate that
      was in fact not a Permitted Transferee at the time it became a Holder
      or, at such subsequent time as it became other than a Permitted
      Transferee, all payments made on such Class A-R Certificate at and after
      either such time. Any such payments so recovered by the Trustee shall be
      paid and delivered by the Trustee to the last preceding Permitted
      Transferee of such Certificate.

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

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

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

            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 (and with respect to the
Guaranteed Certificates, the Certificate Insurer) 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


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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, the Certificate
Insurer and any agent of the Master Servicer, the Trustee, the NIM Insurer or
the Certificate 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
the Certificate Insurer or any agent of the Master Servicer, the Trustee, the
NIM Insurer or the Certificate Insurer shall be affected by any notice to the
contrary.

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

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

            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;


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

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

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

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

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

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

            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


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provide the Trustee with an adequate inventory of Certificates to facilitate
the issuance and transfer of Definitive Certificates. Upon surrender to the
Trustee of any such Certificates by the Depository, accompanied by
registration instructions from the Depository for registration, the Trustee
shall authenticate and deliver such Definitive Certificates. Neither the
Depositor nor the Trustee shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of such Definitive
Certificates, all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed
by the Trustee, to the extent applicable with respect to such Definitive
Certificates and the Trustee shall recognize the Holders of such Definitive
Certificates as Certificateholders hereunder.

            Section 5.09 Maintenance of Office or Agency.

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


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business of the Depositor, the Master Servicer or any Seller, shall be the
successor of the Depositor, the Master Servicer or such Seller, as the case
may be, hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that the successor or surviving Person to the Master
Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae
and Freddie Mac.

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

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

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


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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 (such determination to
be made without regard to the FSA Policy). 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.

            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, the Certificate
Insurer 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.


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                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

            Section 7.01 Events of Default.

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

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

                  (2) any failure by the Master Servicer to observe or perform
      in any material respect any other of the covenants or agreements on the
      part of the Master Servicer contained in this Agreement (except with
      respect to a failure related to a Limited Exchange Act Reporting
      Obligation) or any representation or warranty shall prove to be untrue,
      which failure or breach shall continue unremedied for a period of 60
      days after the date on which written notice of such failure shall have
      been given to the Master Servicer by the Trustee, the NIM Insurer or the
      Depositor, or to the Trustee by the Holders of Certificates evidencing
      not less than 25% of the Voting Rights; provided, that the sixty-day
      cure period shall not apply to the initial delivery of the Mortgage File
      for Delay Delivery Mortgage Loans or the failure to repurchase or
      substitute in lieu thereof; or

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

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

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


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                  (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
(subject to the consent of the Certificate Insurer, which consent shall not be
unreasonably withheld), 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.

            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


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rights and obligations as Master Servicer hereunder and received after such
notice, that portion thereof to which such Master Servicer would have been
entitled pursuant to Sections 3.08(a)(i) through (viii), and any other amounts
payable to such Master Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder.

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

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms
and provisions hereof and applicable law including the obligation to make
advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to all fees, costs and expenses relating to the Mortgage Loans
that the Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder. Notwithstanding the foregoing, if the Trustee
has become the successor to the Master Servicer in accordance with Section
7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if
it is prohibited by applicable law from making Advances 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
(without regard to the FSA Policy, in the case of the Guaranteed Certificates)
and the NIM Insurer guaranteed notes (without giving any effect to any policy
or guaranty provided by the NIM Insurer) by each Rating Agency as the
successor to the Master Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Any successor Master Servicer shall be an institution that is a
Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has
a net worth of at least $15,000,000 and that is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement accepting such delegation and assignment, that contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than liabilities and
indemnities of the Master Servicer under Section 6.03 hereof incurred prior to
termination of the Master Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation (without regard to the
FSA Policy, in the case of the Guaranteed Certificates). 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


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the Trustee to each Certificateholder and the Certificate Insurer, and (iii)
at least 15 calendar days prior to the effective date of such appointment, (x)
the Trustee shall provide written notice to the Depositor of such successor
pursuant to this Section 7.02 and (y) such successor Master Servicer shall
provide to the Depositor in writing and in form and substance reasonably
satisfactory to the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K with respect to a replacement master servicer. The Trustee shall not
resign as servicer until a successor servicer has been appointed and has
accepted such appointment. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from
so acting, shall, subject to Section 3.04 hereof, act in such capacity as
herein above provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of payments on Mortgage Loans as it and such successor shall agree; provided
that no such compensation shall be in excess of that permitted the Master
Servicer hereunder. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither the Trustee nor any other successor servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

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

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

            Section 7.03 Notification to Certificateholders.

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


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

                                ARTICLE VIII.
                            CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

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

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

            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;


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                  (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.

            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


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      Trustee of the costs, expenses or liabilities likely to be incurred by
      it in the making of such investigation is, in the opinion of the Trustee
      not reasonably assured to the Trustee by the NIM Insurer or such
      Certificateholders, the Trustee may require reasonable indemnity against
      such expense, or liability from the NIM Insurer or such
      Certificateholders as a condition to taking any such action;

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

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

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

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

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

            Section 8.03 Trustee Not Liable for Mortgage Loans.

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


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Loans or deposited in or withdrawn from the Certificate Account by the
Depositor or the Master Servicer.

            Section 8.04 Trustee May Own Certificates.

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

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

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


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effect specified in Section 8.07 hereof. The corporation or national banking
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Sellers and the Master Servicer and their respective
affiliates; provided that such corporation cannot be an affiliate of the
Master Servicer other than the Trustee in its role as successor to the Master
Servicer.

            Section 8.07 Resignation and Removal of Trustee.

            The Trustee may at any time resign and be discharged from the
trusts hereby created by (1) giving written notice of resignation to the
Depositor and the Master Servicer and by mailing notice of resignation by
first class mail, postage prepaid, to the Certificateholders at their
addresses appearing on the Certificate Register, the Certificate Insurer 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.


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

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

            Section 8.08 Successor Trustee.

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

            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 (without regard to the FSA Policy, in
the case of the Guaranteed 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


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Trustee hereunder, provided that such corporation shall be eligible under the
provisions of Section 8.06 hereof without the execution or filing of any paper
or further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.

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

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

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


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

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

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

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


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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.

            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.


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            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. Notwithstanding anything to the contrary contained herein, to the extent
that such tax is payable by the Class A-R Certificates, the Trustee is hereby
authorized to retain on any Distribution Date, from the Holders of the Class
A-R Certificates (and, if necessary, second, from the Holders of all other
Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such
tax. The Trustee agrees to promptly notify in writing the party liable for any
such tax of the amount thereof and the due date for the payment thereof.

            The Trustee shall treat the Carryover Reserve Fund as an outside
reserve fund 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. 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, shall be treated as
rights and obligations with respect to notional principal contracts written by
the Holders of the Class C Certificates in respect of any Net Rate Carryover
distributed pursuant to Sections 4.04(c)(4). Thus, the Certificates (other
than the Class P and Class A-R Certificates), shall be treated as representing
ownership of Master REMIC regular interests coupled with contractual rights
and obligations within the meaning of Treasury Regulation 1.860G-2(i). For
purposes of determining the issue price of the various Master REMIC regular
interests, the Trustee shall assume that the Corridor Contract has a value of
$15,000.

            The Trustee shall treat the entitlement to Credit Comeback Excess
Amounts as owned by the Holders of the Class C Certificates and not as an
asset of, or interest in, any REMIC created hereunder. Further, the Trustee
shall treat any payments of Credit Comeback Excess Amounts to Persons other
than the Holders of the Class C Certificates as payments made by the Holders
of the Class C Certificates pursuant to a credit enhancement contract under
Treasury Regulation 1.860G-2(c). The Trustee shall also treat any amount
payable to a Class C Certificate with respect to the STR-C-OC Interest as
deposited into the Carryover Reserve Fund.

            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


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Distribution Date in April 2017, the Trustee shall treat any monies payable to
the Class C Certificateholders with respect to their interest in the SR-C-40
Year Reserve Interest, as first paid to the Class C Certificates and then
deposited in the Final Maturity Reserve Fund. Any monies payable on the
SR-C-40 Year Reserve 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 [Reserved].

            Section 8.13 Access to Records of the Trustee.

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

            Section 8.14 Suits for Enforcement.

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


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                                 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 and the 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. If any such
termination will result in a claim under the FSA Policy, the consent of the
Certificate Insurer will also be required prior to exercising the option
specified in clause (a) or clause (b) of the preceding sentence.

            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, 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, and (4) unless the
Certificate


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Insurer otherwise consents, the purchase price for such Mortgage Loans and REO
Properties (in the case of an auction pursuant to Section 9.04, excluding any
portion of such purchase price in excess of the Minimum Auction Amount) shall
result in a final distribution on the Guaranteed Certificates and the
Certificate Insurer that is sufficient (x) to pay such Guaranteed Certificates
in full (without the need of any claim under the FSA Policy) and (y) to pay
any amounts due and payable to the Certificate Insurer pursuant to the terms
hereof.

            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.

            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 and the
      Certificate Insurer 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 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 of the
      proceeds of the Successful Auction that have been remitted to the
      Distribution Account to the Certificate Insurer and 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


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      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 Trustee shall
      promptly release to the Master Servicer the Mortgage Files for the
      Mortgage Loans.

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


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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
Certificate Insurer, with respect to any unpaid FSA Reimbursement Amounts, and
the Class A-R Certificates shall be entitled to all unclaimed funds and other
assets of the Trust Fund that remain subject to this Agreement.

            Section 9.03 Additional Termination Requirements.

            (a) In the event the Terminator exercises its purchase option as
provided in Section 9.01 or there is a Successful Auction pursuant to Section
9.04, the Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Trustee has been supplied with an Opinion
of Counsel, at the expense of the Terminator (or the Directing
Certificateholder, in the case of a Successful Auction), to the effect that
the failure of the Trust Fund to comply with the requirements of this Section
9.03 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC as defined in Section 860F of the Code, or (ii)
cause any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

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

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

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

            (c) The Trustee, as agent for any REMIC created hereunder, hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Master Servicer, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1) and to take such other action in connection
therewith as may be reasonably requested by the Terminator or the Directing
Certificateholder, as applicable.

            Section 9.04 Auction of the Mortgage Loans and REO Properties.


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      (a) On or after the Optional Termination Date, the Holder of the largest
Percentage Interest of the Class C Certificates (the "Directing
Certificateholder"), at its option, may by written instruction direct the
Master Servicer to direct the Trustee to solicit bids in a commercially
reasonable manner from Qualified Bidders for the purchase of the Mortgage
Loans and any REO Properties owned by the Trust Fund. The Directing
Certificateholder shall provide written notice to the Master Servicer as
provided in Section 9.02(a)(2). Any such direction by the Directing
Certificateholder shall (i) be made in writing and (ii) include contact
information for the Directing Certificateholder. Upon receipt of any direction
from the Directing Certificateholder meeting the requirements of the
immediately preceding sentence, the Trustee shall commence the auction process
described in this Section 9.04. The Trustee may engage a financial advisor,
which financial advisor may be CHL or one of its affiliates, in order to
perform any of the duties of the Trustee specified in Section 9.04. To
effectuate such sale, the Trustee (or such financial advisor) shall follow the
procedures specified in Section 9.04(b) below. The Trustee shall facilitate
the sale of the assets in the Trust Fund to the Winning Bidder so long as the
Trustee (or any financial advisor on its behalf) has received at least three
bids from Qualified Bidders, at least one such bid is at least equal to the
Acceptable Bid Amount and the conditions specified in the second paragraph of
Section 9.01 are satisfied. 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 and the Certificate Insurer.

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

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

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


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

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

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

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

      (f) In the event of a Successful Auction and so long as the Winning
Bidder has wired its bid amount (and the Directing Certificateholder has wired
any Auction Supplement Amount, if applicable) to the Certificate Account as
provided above and the conditions specified in the second paragraph of Section
9.01 are satisfied, 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 the final distribution to the Certificate Insurer and the final
distribution on the Certificates are 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


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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) [Reserved.]

      (i) [Reserved.]

      (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), on the final Distribution Date any amounts
distributed to the Class C Certificates will be distributed as follows, first
to the Directing Certificateholder, in an amount up to such Auction Supplement
Amount and second to the Class C Certificates, pro rata. For federal income
tax purposes, such Auction Supplement Amount so distributed shall be deemed
paid pro rata to the Class C Certificates, and the portion of such amounts
deemed distributed to holders of the Class C Certificates other than the
Directing Certificateholder shall be deemed paid from such other holders to
the Directing Certificateholder.

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment.

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


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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 (without regard to
the FSA Policy, in the case of the Guaranteed Certificates), it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely
affect in any material respect the interests of the Certificateholders.
Notwithstanding the foregoing, no amendment that significantly changes the
permitted activities of the trust created by this Agreement may be made
without the consent of Certificateholders representing not less than 51% of
the Voting Rights of each Class of Certificates affected by such amendment.
Each party to this Agreement hereby agrees that it will cooperate with each
other party in amending this Agreement pursuant to clause (iv) above.

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

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

            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


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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 Certificate Insurer, to each Certificateholder (if the
consent of Certificateholders is required) and each Rating Agency.

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

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

            Section 10.02 Recordation of Agreement; Counterparts.

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

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

            Section 10.03 Governing Law.

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

            Section 10.04 Intention of Parties.

            (a) It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title
insurance policies and any modifications, extensions and/or assumption
agreements and private mortgage insurance policies


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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, 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, and the
NIM Insurer 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.

            (b) The Depositor hereby represents that:

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

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

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

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

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

                  (vi) Other than the security interest granted to the Trustee
            pursuant to this Agreement, the Depositor has not pledged,
            assigned, sold, granted a security interest in, or otherwise
            conveyed any of the Mortgage Loans. The Depositor has


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            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 Trustee pursuant to Section 2.01 shall be
solely the Depositor's obligation and the Master Servicer shall not be
responsible for the safekeeping of the Mortgage Files by the Trustee.

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

            Section 10.05 Notices.

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

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

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

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

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

                  (5) The final payment to Certificateholders.

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

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

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


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                  (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 2007-4, or such other address as the Trustee may hereafter furnish to
the parties hereto; (vii) in the case of the Rating Agencies, (x) Moody's
Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church
Street, Sixth Floor, New York, New York 10007, and (y) Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Attention: Mortgage
Surveillance Group, 55 Water Street, 41st Floor, New York, New York 10041; and
(viii) the Certificate Insurer, Financial Security Assurance, Inc., 31 West
52nd Street, New York, NY, 10019, Attention: Richard Bauerfeld (CWABS 2007-4).
Notices to Certificateholders shall be deemed given when mailed, first postage
prepaid, to their respective addresses appearing in the Certificate Register.

            Section 10.06 Severability of Provisions.

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

            Section 10.07 Assignment.

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


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            Section 10.08 Limitation on Rights of Certificateholders.

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

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

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

            Section 10.09 Inspection and Audit Rights.

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


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and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor, any Seller, the NIM Insurer or the
Trustee of any right under this Section 10.09 shall be borne by the party
requesting such inspection; all other such expenses shall be borne by the
Master Servicer.

            Section 10.10 Certificates Nonassessable and Fully Paid.

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

            Section 10.11 Rights of NIM Insurer.

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

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

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

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

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

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

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

            (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


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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).

            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.

                                 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


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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.

            (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


                                     159
<PAGE>


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.

            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


                                     160
<PAGE>


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.

            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.


                                     161
<PAGE>


                  (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.

            (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


                                     162
<PAGE>


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.

            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.


                                     163
<PAGE>


            Section 11.09 Amendments.

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

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

            Section 11.10 Reconciliation of Accounts.

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


                                     164
<PAGE>


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

                                        CWABS, INC.,
                                          as Depositor


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


                                        COUNTRYWIDE HOME LOANS, INC.,
                                               as a Seller


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


                                        PARK MONACO INC.,
                                               as a Seller


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


                                        PARK SIENNA LLC,
                                               as a Seller


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


<PAGE>


                                        COUNTRYWIDE HOME LOANS SERVICING LP,
                                               as Master Servicer

                                        By:  COUNTRYWIDE GP, INC.


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


                                        THE BANK OF NEW YORK,
                                           as Trustee


                                        By: /s/ Michael Cerchio
                                            -----------------------------------
                                            Name:
                                            Title:


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




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


<PAGE>


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



                                        By: /s/ Bill Marshall
                                            -----------------------------------
                                            Name:  Bill Marshall.
                                            Title: Vice President


<PAGE>


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

            On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be an Executive Vice President of Countrywide Home
Loans, Inc., one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such
corporation and acknowledged to me that such corporation executed the within
instrument.

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

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


[Notarial Seal]







<PAGE>


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

            On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be an Executive Vice President of Countrywide GP,
Inc., the parent company of Countrywide Home Loans Servicing LP, one of the
organizations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such limited partnership and
acknowledged to me that such limited partnership executed the within
instrument.

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

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


[Notarial Seal]







<PAGE>


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

            On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be an Executive Vice President of CWABS, Inc., one of
the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation and acknowledged
to me that such corporation executed the within instrument.

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

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


[Notarial Seal]







<PAGE>


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

            On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be an Executive Vice President of Park Monaco Inc.,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

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

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


[Notarial Seal]





<PAGE>


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

            On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be an Executive Vice President of Park Sienna LLC,
one of the entities that executed the within instrument, and also known to me
to be the person who executed it on behalf of such entity and acknowledged to
me that such entity executed the within instrument.

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

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


[Notarial Seal]





<PAGE>


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

            On this 29th day of March, 2007 before me, a notary public in and
for said State, appeared Micahel Cerchio, personally known to me on the basis
of satisfactory evidence to be a Assitant Treasurer of The Bank of New York, a
New York banking corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.

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

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


[Notarial Seal]





<PAGE>


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

            On this 29th day of March, 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/ Joanna Ferreri
                                         ------------------------------------
                                                   Notary Public


[Notarial Seal]






<PAGE>


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

            On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Bill Marshalll, 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/ Corazon G. Eata
                                         ------------------------------------
                                                   Notary Public


[Notarial Seal]







<PAGE>


                                                                  Exhibits A-1
                                                                  through A-17

                        [Exhibits A-1 through A-17 are
                photocopies of such Certificates as delivered.]

                    [See appropriate documents delivered at
                                  closing.]


                                     A-1
<PAGE>


                                                                     Exhibit B

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

               [See appropriate document delivered at closing.]


                                     B-1
<PAGE>


                                                                     Exhibit C

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


               [See appropriate document delivered at closing.]


                                     C-1
<PAGE>


                                                                     Exhibit D

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


               [See appropriate documents delivered at closing.]


                                     D-1
<PAGE>


                                                                     Exhibit E

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

               [See appropriate documents delivered at closing.]


                                     E-1
<PAGE>


                                                           Exhibit F-1 and F-2

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

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


                                     F-1
<PAGE>


                                  EXHIBIT G-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]




            Re:   CWABS Asset-Backed Certificates, Series 2007-4
                  ----------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of 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, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed in the attached list of exceptions) the Trustee has received:

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

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

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

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


                                    G-1-1
<PAGE>


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

                                                     The Bank of New York,
                                                            as Trustee



                                                     By: _______________________
                                                         Name:
                                                         Title:


                                    G-1-2
<PAGE>


                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



            Re:   CWABS Asset-Backed Certificates, Series 2007-4
                  ----------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of 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, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________ (the "Subsequent Transfer Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, and The Bank of New
York, as Trustee], except as listed in the following paragraph, as to each
[Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the [related
supplement to the] Mortgage Loan Schedule (other than any Mortgage Loan paid
in full or listed on the attached list of exceptions) the Trustee has
received:

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

            (ii) 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


                                    G-2-1
<PAGE>


Mortgage Loan] is a MOM Loan, with evidence of recording indicated thereon, or
a copy of the Mortgage certified by the public recording office in which such
Mortgage has been recorded;

            (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of March 1, 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), (iii), (iv), (vi), (vii) and (xiii) 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


                                    G-2-2
<PAGE>


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
<PAGE>


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

                                        The Bank of New York,
                                               as Trustee



                                        By: __________________________________
                                            Name:
                                            Title:


                                    G-2-4
<PAGE>


                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



            Re:   CWABS Asset-Backed Certificates, Series 2007-4
                  ----------------------------------------------

Gentlemen:

            [Reference is made to the Initial Certification of Trustee
relating to the above-referenced series, with the schedule of exceptions
attached thereto, delivered by the undersigned, as Trustee, on the Closing
Date in accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of March 1, 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, and the undersigned, as Trustee.] The
undersigned hereby certifies that [, with respect to the Subsequent Mortgage
Loans delivered in connection with the Subsequent Transfer Agreement, dated as
of __________ (the "Subsequent Transfer Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee,] as
to each Delay Delivery Mortgage Loan listed on the Schedule A attached hereto
(other than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full
or listed on Schedule B attached hereto) the Trustee has received:

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

            (2) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of March 1, 2007, without recourse" or a copy
of such assignment, with recording information, or, in the case


                                    G-3-1
<PAGE>


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

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

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [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
<PAGE>


                                  EXHIBIT G-4

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE
                          (SUBSEQUENT MORTGAGE LOANS)

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


            Re:   CWABS Asset-Backed Certificates, Series 2007-4
                  ----------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of 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, and the undersigned, as 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


                                    G-4-1
<PAGE>


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

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

                                        The Bank of New York,
                                               as Trustee



                                        By: ________________________________
                                            Name:
                                            Title:



                                    G-4-2
<PAGE>


                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Sellers]


            Re:   CWABS Asset-Backed Certificates, Series 2007-4
                  ----------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of 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, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________ (the "Subsequent Transfer Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The Bank of New
York, as Trustee,] as to each [Initial Mortgage Loan][Subsequent Mortgage
Loan] listed in the [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) the Trustee has received:

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

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


                                     H-1
<PAGE>


Mortgage Loan] is a MOM Loan, with evidence of recording indicated thereon, or
a copy of the Mortgage certified by the public recording office in which such
Mortgage has been recorded];

            (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of March 1, 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), (iii), (iv),
(vi), (vii) and (xiii) 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
<PAGE>


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

                                        The Bank of New York,
                                           as Trustee



                                        By: ________________________________
                                            Name:
                                            Title:



                                     H-3
<PAGE>


                                   EXHIBIT I

               TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF                   )
                           )       ss.:
COUNTY OF                  )

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

            1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 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 and The Bank of New York, as Trustee.
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

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

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

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


                                     I-1
<PAGE>


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

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

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

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

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

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

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

                                     * * *


                                     I-2
<PAGE>


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

                                        [NAME OF TRANSFEREE]


                                        By: ______________________________
                                            Name:
                                            Title:


[Corporate Seal]

ATTEST:

_________________________
[Assistant] Secretary

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

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



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


                                     I-3
<PAGE>


                              Certain Definitions

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

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

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

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

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


                                     I-4
<PAGE>


                       Section 5.02(c) of the Agreement

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

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

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

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

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


                                     I-5
<PAGE>


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

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


                                     I-6
<PAGE>


                                  EXHIBIT J-1

           FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


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

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


             Re:  CWABS, Inc. Asset Backed
                  Certificates, Series 2007-4

Ladies and Gentlemen:

            In connection with our disposition of the Class A-R Certificates,
we certify that we have no knowledge that the Transferee is not a Permitted
Transferee. All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement
dated as of March 1, 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 and The Bank
of New York, as Trustee.

                                        Very truly yours,



                                        _____________________________________
                                        Name of Transferor


                                        By: _________________________________
                                        Name:
                                        Title:


                                    J-1-1
<PAGE>


                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                     Date:


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

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


            Re:  CWABS, Inc. Asset-Backed Certificates,
                 Series 2007-4, Class [   ]


Ladies and Gentlemen:

            In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act. All capitalized terms used herein but not
defined herein shall have the meanings assigned to them in the Pooling and
Servicing Agreement dated as of March 1, 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 and The Bank of New York, as Trustee.

                                        Very truly yours,


                                        __________________________________
                                        Name of Transferor


                                        By: _______________________________
                                        Name:
                                        Title:


                                    J-2-1
<PAGE>


                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                     Date:


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

The Bank of New York,
    as Trustee
101 Barclay St., Floor 4W
New York, New York  10286


            Re:  CWABS, Inc. Asset-Backed Certificates,
                 Series 2007-4, Class [   ]


Ladies and Gentlemen:

            In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we are an "accredited investor," as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) (I) either (i) we
are not an employee benefit plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended, or a plan or arrangement that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan or arrangement, or using the assets
of any such plan or arrangement to effect such acquisition or (ii) (A) (if the
above-captioned Certificates are ERISA-Restricted Certificates) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, or (B) (if the above-captioned Certificates
are not ERISA-Restricted Certificates) it is an "accredited investor" as
defined in Rule 501(a)(1) under the Act, and (II) we will obtain from our
transferee such a representation and agreement described in this clause (d),
(e) we are acquiring the Certificates for investment for our own account and
not with a view to any distribution of such Certificates (but without
prejudice to our right at all times to sell or otherwise dispose of the
Certificates in


                                     K-1
<PAGE>


accordance with clause (g) below), (f) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt
from such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling
and Servicing Agreement.

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

                                        Very truly yours,

                                        __________________________________
                                        Name of Transferee

                                        By: _______________________________
                                               Authorized Officer


                                     K-2
<PAGE>


                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                     Date:


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

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


            Re:  CWABS, Inc. Asset-Backed Certificates,
                 Series 2007-4, Class [   ]

Ladies and Gentlemen:

      In connection with our acquisition of the above-captioned Certificates
we certify that (a) we understand that the Certificates are not being
registered under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we
have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) (I) either (i) we are not an
employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) (A) (if the
above-captioned Certificates are ERISA-Restricted Certificates) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, or (B) (if the above-captioned Certificates
are not ERISA-Restricted Certificates) it is an "accredited investor" as
defined in Rule 501(a)(1) under the Act, and (II) we will obtain from our
transferee such a representation and agreement described in this clause (d),
(e) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any interest in the
Certificates or any other similar security to, or solicited any offer to buy
or accept a transfer, pledge or other disposition of the Certificates, any
interest in the Certificates or any other similar security from, or otherwise
approached or negotiated with


                                     L-1
<PAGE>


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

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

                                        Very truly yours,

                                        __________________________________
                                        Name of Transferee

                                        By: _______________________________
                                               Authorized Officer


                                     L-2
<PAGE>


                             ANNEX 1 TO EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

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

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

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

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

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

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

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

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


                                     L-3
<PAGE>


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

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

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

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

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

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

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

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

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


                                     L-4
<PAGE>


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

                                         ____________________________________
                                                 Print Name of Buyer


                                         By: ________________________________
                                             Name:
                                             Title:


                                         Date:________________


                                     L-5
<PAGE>


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

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

          [For Transferees That are Registered Investment Companies]

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

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

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

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

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

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

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


                                     L-6
<PAGE>


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

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

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

                                        ___________________________________
                                          Print Name of Buyer or Adviser


                                        By: _______________________________
                                        Name:
                                        Title:


                                        IF AN ADVISER:



                                        ___________________________________
                                               Print Name of Buyer


                                        Date:________________


                                     L-7
<PAGE>


                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

         Name of Mortgagor:         ____________________________________________

         Master Servicer
         Loan No.:                  ____________________________________________

Trustee

         Name:                      ____________________________________________

         Address:                   ____________________________________________



         Trustee
         Mortgage File No.:         ____________________________________________

            The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 2007-4, 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, and The Bank of New
York, as Trustee.

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

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

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

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


                                     M-1
<PAGE>


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

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

(_)   ______________________________________________

(_)   ______________________________________________

(_)   ______________________________________________

(_)   ______________________________________________

      The undersigned Master Servicer hereby acknowledges and agrees as
follows:

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

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

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

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

                                        [Master Servicer]


                                        By  ________________________________


                                        Its ________________________________


                                        Date: _________________, ____


                                     M-2
<PAGE>


                                   EXHIBIT N

                       FORM OF REQUEST FOR FILE RELEASE

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                 Series 2007-4

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

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

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

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

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

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

____________                                         _____________________
                                                     DATED:____________

/ /                                                  VICE PRESIDENT
/ /                                                  ASSISTANT VICE PRESIDENT


                                     N-1
<PAGE>


                                                                     Exhibit O

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

               [See appropriate documents delivered at closing.]


                                     O-1
<PAGE>


                                   EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER AGREEMENT

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

            WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the
Trustee, and Countrywide Home Loans Servicing LP, as Master Servicer, have
entered in the Pooling and Servicing Agreement, dated as of March 1, 2007 (the
"Pooling and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed
Certificates, Series 2007-4 (capitalized terms not otherwise defined herein
are used as defined in the Pooling and Servicing Agreement);

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

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

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

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

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

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

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

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


                                     P-1
<PAGE>


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

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


                                     P-2
<PAGE>


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



                                        CWABS, INC.,
                                           as Depositor



                                        By: __________________________________
                                            Name:
                                            Title:



                                        COUNTRYWIDE HOME LOANS, INC.,
                                            as a Seller



                                        By: __________________________________
                                            Name:
                                            Title:



                                        PARK MONACO INC.,
                                            as a Seller



                                        By: __________________________________
                                            Name:
                                            Title:



                                        PARK SIENNA LLC,
                                            as a Seller



                                        By: __________________________________
                                            Name:
                                            Title:


                                     P-3
<PAGE>


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



                                        By: __________________________________
                                            Name:
                                            Title:


                                     P-4
<PAGE>


                                                                       Annex I

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





                                     P-5
<PAGE>


                                   EXHIBIT Q

                           FORM OF CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]


                                     Q-1
<PAGE>


                                   EXHIBIT R

                                  FSA POLICY

                     [See document delivered at closing.]


                                     R-1
<PAGE>


                                  EXHIBIT S-1

                FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT


                     [See document delivered at closing.]


                                    S-1-1
<PAGE>


                                  EXHIBIT S-2

              FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT


                     [See document delivered at closing.]


                                    S-2-1
<PAGE>


                                  EXHIBIT S-3

                      FORM OF CORRIDOR CONTRACT GUARANTEE


                     [See document delivered at closing.]


                                    S-3-1
<PAGE>


                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                 Series 2007-4

                                    [Date]

Via Facsimile

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


Dear Sir or Madam:

            Reference is made to the Pooling and Servicing Agreement, dated as
of March 1, 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 and The Bank of New York, as Trustee. Capitalized terms
used herein shall have the meanings ascribed to such terms in the Pooling and
Servicing Agreement.

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

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

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

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

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

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


                                     T-1
<PAGE>


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

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

                                        COUNTRYWIDE HOME LOANS, INC.,
                                          as Master Servicer




                                        By:___________________________________
                                           Name:
                                           Title:


                                     T-2
<PAGE>


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


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

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

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

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

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

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

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

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

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

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


                                     T-3
<PAGE>


                                   EXHIBIT U

                                  [RESERVED]


                                     U-1
<PAGE>


                                   EXHIBIT V

                                  [RESERVED]


                                     V-1
<PAGE>


                                   EXHIBIT W

                           FORM OF MONTHLY STATEMENT

                          [On file with the Trustee.]


                                     W-1
<PAGE>


                                  EXHIBIT X-1

                       FORM OF PERFORMANCE CERTIFICATION
                                 (Subservicer)

      Re:   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, and the Bank of New York,
            as Trustee and the [Subservicing Agreement] dated as of [ ] (the
            "Agreement")

      I, ________________________________, the _______________________ of
[NAME OF COMPANY] (the "Company"), certify to the Depositor and the Master
Servicer, and their officers, with the knowledge and intent that they will
rely upon this certification, that:

            (1) I have reviewed the servicer compliance statement of the
      Company provided in accordance with Item 1123 of Regulation AB (the
      "Compliance Statement"), the report on assessment of the Company's
      compliance with the servicing criteria set forth in Item 1122(d) of
      Regulation AB (the "Servicing Criteria"), provided in accordance with
      Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
      amended (the "Exchange Act") and Item 1122 of Regulation AB (the
      "Servicing Assessment"), the registered public accounting firm's
      attestation report provided in accordance with Rules 13a-18 and 15d-18
      under the Exchange Act and Section 1122(b) of Regulation AB (the
      "Attestation Report"), all servicing reports, officer's certificates and
      other information relating to the servicing of the Mortgage Loans by the
      Company during 200[ ] that were delivered by the Company to the
      Depositor, the Master Servicer and the Trustee pursuant to the Agreement
      (collectively, the "Company Servicing Information");

            (2) Based on my knowledge, the Company Servicing Information,
      taken as a whole, does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements
      made, in the light of the circumstances under which such statements were
      made, not misleading with respect to the period of time covered by the
      Company Servicing Information;

            (3) Based on my knowledge, all of the Company Servicing
      Information required to be provided by the Company under the Agreement
      has been provided to the [Depositor] [Master Servicer];

            (4) I am responsible for reviewing the activities performed by the
      Company as a servicer under the Agreement, and based on my knowledge and
      the compliance review conducted in preparing the Compliance Statement
      and except as disclosed in the Compliance Statement, the Servicing
      Assessment or the Attestation Report, the Company has fulfilled its
      obligations under the Agreement; and


                                    X-1-1
<PAGE>


            (5) The Compliance Statement required to be delivered by the
      Company pursuant to the Agreement, and the Servicing Assessment and
      Attestation Report required to be provided by the Company and by any
      Subservicer or Subcontractor pursuant to the Agreement, have been
      provided to the Master Servicer. Any material instances of noncompliance
      described in such reports have been disclosed to the Master Servicer.
      Any material instance of noncompliance with the Servicing Criteria has
      been disclosed in such reports.




                                        Date: ______________________________



                                        By: ________________________________
                                        Name:
                                        Title:


                                    X-1-2
<PAGE>


                                  EXHIBIT X-2

                       FORM OF PERFORMANCE CERTIFICATION
                                   (Trustee)

      Re:   The Pooling and Servicing Agreement dated as of 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, and The Bank of New York,
            as 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
<PAGE>


            (5) I am responsible for reviewing the activities performed by the
      Company as a person "performing a servicing function" under the Pooling
      and Servicing Agreement, and based on my knowledge and the compliance
      review conducted in preparing the Servicing Assessment and except as
      disclosed in the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Pooling and Servicing
      Agreement; and

            (6) The Servicing Assessment and Attestation Report required to be
      provided by the Company and by Subcontractor pursuant to the Pooling and
      Servicing Agreement, have been provided to the Master Servicer and the
      Depositor. Any material instances of noncompliance described in such
      reports have been disclosed to the Master Servicer and the Depositor.
      Any material instance of noncompliance with the Servicing Criteria has
      been disclosed in such reports.


                                        Date: ______________________________



                                        By:  ________________________________
                                        Name:
                                        Title:


                                    X-2-2
<PAGE>


                                   EXHIBIT Y

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

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

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                             Criteria
------------------------------------------------------------------------------------------ ----------------------
<S>                  <C>                                                                   <C>
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                       General Servicing Considerations
--------------------                                                                       ----------------------
                     Policies and procedures are instituted to monitor any performance
                     or other triggers and events of default in accordance with the
1122(d)(1)(i)        transaction agreements.
--------------------                                                                       ----------------------
                     If any material servicing activities are outsourced to
                     third parties, policies and procedures are instituted to
                     monitor the third party's performance and compliance with
1122(d)(1)(ii)       such servicing activities.
--------------------                                                                       ----------------------
                     Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii)      back-up servicer for the mortgage loans are maintained.
--------------------                                                                       ----------------------
                     A fidelity bond and errors and omissions policy is in
                     effect on the party participating in the servicing
                     function throughout the reporting period in the amount of
                     coverage required by and otherwise in accordance with the
1122(d)(1)(iv)       terms of the transaction agreements.
--------------------                                                                       ----------------------
                      Cash Collection and Administration
--------------------                                                                       ----------------------
                     Payments on mortgage loans are deposited into the
                     appropriate custodial bank accounts and related bank
                     clearing accounts no more than two business days
                     following receipt, or such other number of
1122(d)(2)(i)        days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made via wire transfer on behalf of an obligor or to
1122(d)(2)(ii)       an investor are made only by authorized personnel.
--------------------                                                                       ----------------------
                     Advances of funds or guarantees regarding collections,
                     cash flows or distributions, and any interest or other
                     fees charged for such advances, are made, reviewed and
1122(d)(2)(iii)      approved as specified in the transaction agreements.
--------------------                                                                       ----------------------
                     The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g.,
                     with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)       transaction agreements.
--------------------                                                                       ----------------------
                     Each custodial account is maintained at a federally
                     insured depository institution as set forth in the
                     transaction agreements. For purposes of this criterion,
                     "federally insured depository institution" with respect
                     to a foreign financial institution means a foreign
                     financial institution that meets the requirements of Rule
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.
--------------------                                                                       ----------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent
                     unauthorized access.
--------------------                                                                       ----------------------


                                     Y-1
<PAGE>


------------------------------------------------------------------------------------------ ----------------------
                                   Servicing Criteria                                      Applicable Servicing
                                                                                                 Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including
                     custodial accounts and related bank clearing accounts.
                     These reconciliations are (A) mathematically accurate;
                     (B) prepared within 30 calendar days after the bank
                     statement cutoff date, or such other number of days
                     specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared
                     the reconciliation; and (D) contain explanations for
                     reconciling items. These reconciling items are resolved
                     within 90 calendar days of their original identification,
1122(d)(2)(vii)      or such other number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
                      Investor Remittances and Reporting
--------------------                                                                       ----------------------
                     Reports to investors, including those to be filed with
                     the Commission, are maintained in accordance with the
                     transaction agreements and applicable Commission
                     requirements. Specifically, such reports (A) are prepared
                     in accordance with timeframes and other terms set forth
                     in the transaction agreements; (B) provide information
                     calculated in accordance with the terms specified in the
                     transaction agreements; (C) are filed with the Commission
                     as required by its rules and regulations; and (D) agree
                     with investors' or the trustee's records as to the total
                     unpaid principal balance and number of mortgage loans
1122(d)(3)(i)        serviced by the Servicer.
--------------------                                                                       ----------------------
                     Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and
1122(d)(3)(ii)       other terms set forth in the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made to an investor are posted within two
                     business days to the Servicer's investor records, or such
1122(d)(3)(iii)      other number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Amounts remitted to investors per the investor reports
                     agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv)       custodial bank statements.
--------------------                                                                       ----------------------
                                          Pool Asset Administration
--------------------                                                                       ----------------------
                     Collateral or security on mortgage loans is maintained as required
1122(d)(4)(i)        by the transaction agreements or related mortgage loan documents.
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii)       the transaction agreements
--------------------                                                                       ----------------------
                     Any additions, removals or substitutions to the asset
                     pool are made, reviewed and approved in accordance with
1122(d)(4)(iii)      any conditions or requirements in the transaction agreements.
--------------------                                                                       ----------------------
                     Payments on mortgage loans, including any payoffs, made
                     in accordance with the related mortgage loan documents
                     are posted to the Servicer's obligor records maintained
                     no more than two business days after receipt, or such
                     other number of days specified in the transaction
                     agreements, and allocated to principal, interest or other
                     items (e.g., escrow) in accordance with the related
1122(d)(4)(iv)       mortgage loan documents.
--------------------                                                                       ----------------------
                     The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
1122(d)(4)(v)        unpaid principal balance.
--------------------                                                                       ----------------------
                     Changes with respect to the terms or status of an
                     obligor's mortgage loans (e.g., loan modifications or
                     re-agings) are made, reviewed and approved by authorized
                     personnel in accordance with the transaction agreements and related
1122(d)(4)(vi)       pool asset documents.
--------------------                                                                       ----------------------
                     Loss mitigation or recovery actions (e.g., forbearance
                     plans, modifications and deeds in lieu of foreclosure,
                     foreclosures and repossessions, as applicable) are
                     initiated, conducted and concluded in accordance with the
                     timeframes or other requirements established by the transaction
1122(d)(4)(vii)      agreements.
--------------------                                                                       ----------------------


                                     Y-2
<PAGE>


------------------------------------------------------------------------------------------ ----------------------
                                   Servicing Criteria                                      Applicable Servicing
                                                                                                 Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     Records documenting collection efforts are maintained
                     during the period a mortgage loan is delinquent in
                     accordance with the transaction agreements. Such records
                     are maintained on at least a monthly basis, or such other
                     period specified in the transaction agreements, and
                     describe the entity's activities in monitoring delinquent
                     mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where
1122(d)(4)(viii)     delinquency is deemed temporary (e.g., illness or unemployment).
--------------------                                                                       ----------------------
                     Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
1122(d)(4)(ix)       the related mortgage loan documents.
--------------------                                                                       ----------------------
                     Regarding any funds held in trust for an obligor (such as
                     escrow accounts): (A) such funds are analyzed, in
                     accordance with the obligor's mortgage loan documents, on
                     at least an annual basis, or such other period specified
                     in the transaction agreements; (B) interest on such funds
                     is paid, or credited, to obligors in accordance with
                     applicable mortgage loan documents and state laws; and
                     (C) such funds are returned to the obligor within 30
                     calendar days of full repayment of the related mortgage
                     loans, or such other number of days specified in the transaction
1122(d)(4)(x)        agreements.
--------------------                                                                       ----------------------
                     Payments made on behalf of an obligor (such as tax or
                     insurance payments) are made on or before the related
                     penalty or expiration dates, as indicated on the
                     appropriate bills or notices for such payments, provided
                     that such support has been received by the servicer at
                     least 30 calendar days prior to these dates, or such
1122(d)(4)(xi)       other number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Any late payment penalties in connection with any payment
                     to be made on behalf of an obligor are paid from the
                     servicer's funds and not charged to the obligor, unless
1122(d)(4)(xii)      the late payment was due to the obligor's error or omission.
--------------------                                                                       ----------------------
                     Disbursements made on behalf of an obligor are posted
                     within two business days to the obligor's records
                     maintained by the servicer, or such other number of days
1122(d)(4)(xiii)     specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
1122(d)(4)(xiv)      agreements.
--------------------                                                                       ----------------------
                     Any external enhancement or other support, identified in
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation
1122(d)(4)(xv)       AB, is maintained as set forth in the transaction agreements.
--------------------                                                                       ----------------------
                     ---------------------------------------------------------------------

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



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


                                        Date: _______________________________



                                        By:  ________________________________
                                        Name:
                                        Title:


                                     Y-3
<PAGE>


                                   EXHIBIT Z


                      [FORM OF] LIST OF ITEM 1119 PARTIES


                          ASSET BACKED CERTIFICATES,
                                Series 200_-__

                                    [Date]

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

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

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

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

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

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

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

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

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

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


                                     Z-1
<PAGE>


                                  EXHIBIT AA

                                    FORM OF
                         SARBANES-OXLEY CERTIFICATION
                         (Replacement Master Servicer)

                            (On file with Trustee)


                                     AA-1
<PAGE>


                                  SCHEDULE I

           PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


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


                                    S-I-1
<PAGE>


                                  SCHEDULE II

                              COLLATERAL SCHEDULE
<TABLE>
<CAPTION>

----------------------------------------------------------------- ----------------- ----------------
                                                                        Applicable
Characteristic                                                             Section
----------------------------------------------------------------- ----------------- ----------------
<S>                                                                    <C>                   <C>
Single-Family Detached Dwellings                                       2.03(b)(32)           78.83%
----------------------------------------------------------------- ----------------- ----------------
Two- to Four-Family Dwellings                                          2.03(b)(32)            3.86%
----------------------------------------------------------------- ----------------- ----------------
Low-Rise Condominium Units                                             2.03(b)(32)            2.88%
----------------------------------------------------------------- ----------------- ----------------
High-Rise Condominium Units                                            2.03(b)(32)            0.15%
----------------------------------------------------------------- ----------------- ----------------
Manufactured Housing                                                   2.03(b)(32)            0.24%
----------------------------------------------------------------- ----------------- ----------------
PUDs                                                                   2.03(b)(32)           14.04%
----------------------------------------------------------------- ----------------- ----------------
Earliest Origination Date                                              2.03(b)(33)        9/29/2006
----------------------------------------------------------------- ----------------- ----------------
Prepayment Penalty                                                     2.03(b)(35)           73.19%
----------------------------------------------------------------- ----------------- ----------------
Investor Properties                                                    2.03(b)(36)            2.41%
----------------------------------------------------------------- ----------------- ----------------
Primary Residences                                                     2.03(b)(36)           96.72%
----------------------------------------------------------------- ----------------- ----------------
Lowest Current Mortgage Rate                                           2.03(b)(48)           5.625%
----------------------------------------------------------------- ----------------- ----------------
Highest Current Mortgage Rate                                          2.03(b)(48)          14.250%
----------------------------------------------------------------- ----------------- ----------------
Weighted Average Current Mortgage Rate                                 2.03(b)(48)           8.096%
----------------------------------------------------------------- ----------------- ----------------
Date on or before which each Initial Mortgage Loan has a
Due Date                                                               2.03(b)(52)         5/1/2007
----------------------------------------------------------------- ----------------- ----------------
</TABLE>


                                    S-II-1
<PAGE>


                                 SCHEDULE III

                            40-YEAR TARGET SCHEDULE


                Month of
                Distribution                      40-Year
                Date                           Target ($)
                ---------------------          ----------
                April 2017                     35,751,894
                May 2017                       35,245,915
                June 2017                      34,746,922
                July 2017                      34,254,817
                August 2017                    33,769,507
                September 2017                 33,290,900
                October 2017                   32,818,905
                November 2017                  32,353,430
                December 2017                  31,894,387
                January 2018                   31,441,689
                February 2018                  30,995,248
                March 2018                     30,554,980
                April 2018                     30,120,800
                May 2018                       29,692,625
                June 2018                      29,270,373
                July 2018                      28,853,963
                August 2018                    28,443,316
                September 2018                 28,038,353
                October 2018                   27,638,996
                November 2018                  27,245,169
                December 2018                  26,856,797
                January 2019                   26,473,804
                February 2019                  26,096,117
                March 2019                     25,723,664
                April 2019                     25,356,373
                May 2019                       24,994,174
                June 2019                      24,636,997
                July 2019                      24,284,774
                August 2019                    23,937,437
                September 2019                 23,594,919
                October 2019                   23,257,154
                November 2019                  22,924,077
                December 2019                  22,595,624
                January 2020                   22,271,733
                February 2020                  21,952,340
                March 2020                     21,637,384
                April 2020                     21,326,804
                May 2020                       21,020,541
                June 2020                      20,718,535
                July 2020                      20,420,729


                                   S-III-1
<PAGE>


                Month of
                Distribution                      40-Year
                Date                           Target ($)
                ---------------------          ----------
                August 2020                    20,127,064
                September 2020                 19,837,484
                October 2020                   19,551,933
                November 2020                  19,270,357
                December 2020                  18,992,699
                January 2021                   18,718,908
                February 2021                  18,448,930
                March 2021                     18,182,712
                April 2021                     17,920,204
                May 2021                       17,661,354
                June 2021                      17,406,113
                July 2021                      17,154,430
                August 2021                    16,906,258
                September 2021                 16,661,547
                October 2021                   16,420,251
                November 2021                  16,182,323
                December 2021                  15,947,717
                January 2022                   15,716,386
                February 2022                  15,488,287
                March 2022                     15,263,374
                April 2022                     15,041,604
                May 2022                       14,822,935
                June 2022                      14,607,323
                July 2022                      14,394,726
                August 2022                    14,185,104
                September 2022                 13,978,414
                October 2022                   13,774,618
                November 2022                  13,573,675
                December 2022                  13,375,546
                January 2023                   13,180,193
                February 2023                  12,987,577
                March 2023                     12,797,661
                April 2023                     12,610,407
                May 2023                       12,425,779
                June 2023                      12,243,742
                July 2023                      12,064,259
                August 2023                    11,887,295
                September 2023                 11,712,816
                October 2023                   11,540,787
                November 2023                  11,371,175
                December 2023                  11,203,946
                January 2024                   11,039,069
                February 2024                  10,876,509
                March 2024                     10,716,237


                                   S-III-2
<PAGE>


                Month of
                Distribution                      40-Year
                Date                           Target ($)
                ---------------------          ----------
                April 2024                     10,558,219
                May 2024                       10,402,425
                June 2024                      10,248,825
                July 2024                      10,097,387
                August 2024                     9,948,083
                September 2024                  9,800,884
                October 2024                    9,655,759
                November 2024                   9,512,680
                December 2024                   9,371,620
                January 2025                    9,232,551
                February 2025                   9,095,444
                March 2025                      8,960,273
                April 2025                      8,827,011
                May 2025                        8,695,633
                June 2025                       8,566,111
                July 2025                       8,438,420
                August 2025                     8,312,536
                September 2025                  8,188,433
                October 2025                    8,066,086
                November 2025                   7,945,471
                December 2025                   7,826,565
                January 2026                    7,709,344
                February 2026                   7,593,784
                March 2026                      7,479,863
                April 2026                      7,367,557
                May 2026                        7,256,846
                June 2026                       7,147,706
                July 2026                       7,040,115
                August 2026                     6,934,053
                September 2026                  6,829,498
                October 2026                    6,726,430
                November 2026                   6,624,828
                December 2026                   6,524,671
                January 2027                    6,425,940
                February 2027                   6,328,614
                March 2027                      6,232,675
                April 2027                      6,138,103
                May 2027                        6,044,879
                June 2027                       5,952,985
                July 2027                       5,862,402
                August 2027                     5,773,112
                September 2027                  5,685,097
                October 2027                    5,598,339
                November 2027                   5,512,822


                                   S-III-3
<PAGE>


                Month of
                Distribution                      40-Year
                Date                           Target ($)
                ---------------------          ----------
                December 2027                   5,428,527
                January 2028                    5,345,438
                February 2028                   5,263,537
                March 2028                      5,182,810
                April 2028                      5,103,238
                May 2028                        5,024,807
                June 2028                       4,947,500
                July 2028                       4,871,302
                August 2028                     4,796,198
                September 2028                  4,722,171
                October 2028                    4,649,208
                November 2028                   4,577,293
                December 2028                   4,506,412
                January 2029                    4,436,550
                February 2029                   4,367,693
                March 2029                      4,299,828
                April 2029                      4,232,941
                May 2029                        4,167,017
                June 2029                       4,102,043
                July 2029                       4,038,007
                August 2029                     3,974,895
                September 2029                  3,912,694
                October 2029                    3,851,392
                November 2029                   3,790,975
                December 2029                   3,731,433
                January 2030                    3,672,752
                February 2030                   3,614,920
                March 2030                      3,557,926
                April 2030                      3,501,758
                May 2030                        3,446,405
                June 2030                       3,391,854
                July 2030                       3,338,095
                August 2030                     3,285,117
                September 2030                  3,232,909
                October 2030                    3,181,460
                November 2030                   3,130,759
                December 2030                   3,080,796
                January 2031                    3,031,561
                February 2031                   2,983,044
                March 2031                      2,935,234
                April 2031                      2,888,121
                May 2031                        2,841,696
                June 2031                       2,795,950
                July 2031                       2,750,872


                                   S-III-4
<PAGE>


                Month of
                Distribution                      40-Year
                Date                           Target ($)
                ---------------------          ----------
                August 2031                     2,706,453
                September 2031                  2,662,684
                October 2031                    2,619,556
                November 2031                   2,577,060
                December 2031                   2,535,187
                January 2032                    2,493,929
                February 2032                   2,453,276
                March 2032                      2,413,220
                April 2032                      2,373,753
                May 2032                        2,334,866
                June 2032                       2,296,552
                July 2032                       2,258,802
                August 2032                     2,221,608
                September 2032                  2,184,963
                October 2032                    2,148,858
                November 2032                   2,113,287
                December 2032                   2,078,242
                January 2033                    2,043,715
                February 2033                   2,009,698
                March 2033                      1,976,186
                April 2033                      1,943,170
                May 2033                        1,910,644
                June 2033                       1,878,600
                July 2033                       1,847,032
                August 2033                     1,815,934
                September 2033                  1,785,298
                October 2033                    1,755,118
                November 2033                   1,725,388
                December 2033                   1,696,101
                January 2034                    1,667,251
                February 2034                   1,638,832
                March 2034                      1,610,837
                April 2034                      1,583,262
                May 2034                        1,556,098
                June 2034                       1,529,342
                July 2034                       1,502,987
                August 2034                     1,477,027
                September 2034                  1,451,457
                October 2034                    1,426,272
                November 2034                   1,401,465
                December 2034                   1,377,032
                January 2035                    1,352,967
                February 2035                   1,329,264
                March 2035                      1,305,920


                                    S-III-5
<PAGE>


                Month of
                Distribution                      40-Year
                Date                           Target ($)
                ---------------------          ----------
                April 2035                      1,282,928
                May 2035                        1,260,284
                June 2035                       1,237,982
                July 2035                       1,216,019
                August 2035                     1,194,388
                September 2035                  1,173,086
                October 2035                    1,152,107
                November 2035                   1,131,447
                December 2035                   1,111,101
                January 2036                    1,091,066
                February 2036                   1,071,336
                March 2036                      1,051,907
                April 2036                      1,032,775
                May 2036                        1,013,935
                June 2036                         995,384
                July 2036                         977,118
                August 2036                       959,131
                September 2036                    941,420
                October 2036                      923,982
                November 2036                     906,812
                December 2036                     889,907
                January 2037                      873,262
                February 2037                     856,875
                March 2037                        840,740


                                   S-III-6
<PAGE>