EXHBIT 4.1


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




                                 CWABS, INC.,
                                  Depositor

                        COUNTRYWIDE HOME LOANS, INC.,
                                    Seller

                              PARK MONACO INC.,
                                    Seller

                               PARK SIENNA LLC,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                               Master Servicer

                            THE BANK OF NEW YORK,
                                   Trustee


                                     and


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


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

                       POOLING AND SERVICING AGREEMENT

                           Dated as of June 1, 2006

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

                  ASSET-BACKED CERTIFICATES, SERIES 2006-11

<PAGE>

<TABLE>
<CAPTION>
                                      Table of Contents
                                      -----------------

                                                                                          Page
                                                                                          ----


ARTICLE I. DEFINITIONS                                                                      11

<S>            <C>
Section 1.01   Defined Terms................................................................11
Section 1.02   Certain Interpretive Provisions..............................................62

ARTICLE II. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES                    63

Section 2.01   Conveyance of Mortgage Loans.................................................63
Section 2.02   Acceptance by Trustee of the Mortgage Loans..................................71
Section 2.03   Representations, Warranties and Covenants of the Master Servicer and
               the Sellers..................................................................77
Section 2.04   Representations and Warranties of the Depositor..............................97
Section 2.05   Delivery of Opinion of Counsel in Connection with Substitutions and
               Repurchases..................................................................98
Section 2.06   Authentication and Delivery of Certificates..................................99
Section 2.07   Covenants of the Master Servicer.............................................99

ARTICLE III. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                                100

Section 3.01   Master Servicer to Service Mortgage Loans...................................100
Section 3.02   Subservicing; Enforcement of the Obligations of Master Servicer.............102
Section 3.03   Rights of the Depositor, the Sellers, the Certificateholders, the NIM
               Insurer, the Class 1-AF Insurer and the Trustee in Respect of the
               Master Servicer.............................................................103
Section 3.04   Trustee to Act as Master Servicer...........................................103
Section 3.05   Collection of Mortgage Loan Payments; Certificate Account; Distribution
               Account; Pre-Funding Account; Seller Shortfall Interest Requirement.........104
Section 3.06   Collection of Taxes, Assessments and Similar Items; Escrow Accounts.........107
Section 3.07   Access to Certain Documentation and Information Regarding the Mortgage
               Loans.......................................................................108
Section 3.08   Permitted Withdrawals from the Certificate Account, Distribution
               Account, Carryover Reserve Fund and the Principal Reserve Fund..............108
Section 3.09   [Reserved]..................................................................111
Section 3.10   Maintenance of Hazard Insurance.............................................112
Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption Agreements...................112
Section 3.12   Realization Upon Defaulted Mortgage Loans; Determination of Excess
               Proceeds and Realized Losses; Repurchase of Certain Mortgage Loans..........114
Section 3.13   Co-Trustee to Cooperate; Release of Mortgage Files..........................117
Section 3.14   Documents, Records and Funds in Possession of Master Servicer to be
               Held for the Trustee........................................................118
Section 3.15   Servicing Compensation......................................................119
Section 3.16   Access to Certain Documentation.............................................119



                                      i
<PAGE>

Section 3.17   Annual Statement as to Compliance...........................................119
Section 3.18   [Reserved]..................................................................120
Section 3.19   The Corridor Contract.......................................................120
Section 3.20   Prepayment Charges..........................................................121
Section 3.21   Swap Contract...............................................................122

ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER                              124

Section 4.01   Advances; Remittance Reports................................................124
Section 4.02   Reduction of Servicing Compensation in Connection with Prepayment
               Interest Shortfalls.........................................................125
Section 4.03   [Reserved]..................................................................125
Section 4.04   Distributions...............................................................126
Section 4.05   Monthly Statements to Certificateholders....................................136
Section 4.06   Class 1-AF Policy; Rights of the Class 1-AF Insurer.........................138
Section 4.07   Carryover Reserve Fund......................................................141
Section 4.08   Credit Comeback Excess Account..............................................142
Section 4.09   Swap Trust and Swap Account.................................................143

ARTICLE V. THE CERTIFICATES                                                                144

Section 5.01   The Certificates............................................................144
Section 5.02   Certificate Register; Registration of Transfer and Exchange of
               Certificates................................................................145
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates...........................149
Section 5.04   Persons Deemed Owners.......................................................150
Section 5.05   Access to List of Certificateholders' Names and Addresses...................150
Section 5.06   Book-Entry Certificates.....................................................150
Section 5.07   Notices to Depository.......................................................151
Section 5.08   Definitive Certificates.....................................................151
Section 5.09   Maintenance of Office or Agency.............................................152

ARTICLE VI. THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS                             152

Section 6.01   Respective Liabilities of the Depositor, the Master Servicer and the
               Sellers.....................................................................152
Section 6.02   Merger or Consolidation of the Depositor, the Master Servicer or the
               Sellers.....................................................................152
Section 6.03   Limitation on Liability of the Depositor, the Sellers, the Master
               Servicer, the NIM Insurer and Others........................................153
Section 6.04   Limitation on Resignation of Master Servicer................................154
Section 6.05   Errors and Omissions Insurance; Fidelity Bonds..............................154

ARTICLE VII. DEFAULT; TERMINATION OF MASTER SERVICER                                       155

Section 7.01   Events of Default...........................................................155
Section 7.02   Trustee to Act; Appointment of Successor....................................157
Section 7.03   Notification to Certificateholders..........................................159



                                      ii
<PAGE>

ARTICLE VIII. CONCERNING THE TRUSTEE AND THE CO-TRUSTEE                                    159

Section 8.01   Duties of Trustee...........................................................159
Section 8.02   Certain Matters Affecting the Trustee.......................................160
Section 8.03   Trustee Not Liable for Mortgage Loans.......................................162
Section 8.04   Trustee May Own Certificates................................................162
Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses..........................162
Section 8.06   Eligibility Requirements for Trustee........................................162
Section 8.07   Resignation and Removal of Trustee..........................................163
Section 8.08   Successor Trustee...........................................................164
Section 8.09   Merger or Consolidation of Trustee..........................................165
Section 8.10   Appointment of Co-Trustee or Separate Trustee...............................165
Section 8.11   Tax Matters.................................................................166
Section 8.12   Co-Trustee..................................................................169
Section 8.13   Access to Records of the Trustee............................................172
Section 8.14   Suits for Enforcement.......................................................173

ARTICLE IX. TERMINATION                                                                    173

Section 9.01   Termination upon Liquidation or Repurchase of all Mortgage Loans............173
Section 9.02   Final Distribution on the Certificates......................................174
Section 9.03   Additional Termination Requirements.........................................176

ARTICLE X. MISCELLANEOUS PROVISIONS                                                        177

Section 10.01  Amendment...................................................................177
Section 10.02  Recordation of Agreement; Counterparts......................................179
Section 10.03  Governing Law...............................................................179
Section 10.04  Intention of Parties........................................................179
Section 10.05  Notices.....................................................................181
Section 10.06  Severability of Provisions..................................................182
Section 10.07  Assignment..................................................................182
Section 10.08  Limitation on Rights of Certificateholders..................................182
Section 10.09  Inspection and Audit Rights.................................................183
Section 10.10  Certificates Nonassessable and Fully Paid...................................183
Section 10.11  Rights of NIM Insurer.......................................................184

ARTICLE XI. EXCHANGE ACT REPORTING                                                         185

Section 11.01  Filing Obligations..........................................................185
Section 11.02  Form 10-D Filings...........................................................185
Section 11.03  Form 8-K Filings............................................................186
Section 11.04  Form 10-K Filings...........................................................186
Section 11.05  Sarbanes-Oxley Certification................................................187
Section 11.06  Form 15 Filing..............................................................187
Section 11.07  Report on Assessment of Compliance and Attestation..........................188
Section 11.08  Use of Subservicers and Subcontractors......................................189



                                     iii
<PAGE>

Section 11.09  Amendments..................................................................190
Section 11.10  Reconciliation of Accounts..................................................190
</TABLE>

<TABLE>
<CAPTION>
Exhibits

<S>                          <C>
EXHIBIT A                    Forms of Certificates
    EXHIBIT A-1              Form of Class 1-AF-1 Certificate
    EXHIBIT A-2              Form of Class 1-AF-2 Certificate
    EXHIBIT A-3              Form of Class 1-AF-3 Certificate
    EXHIBIT A-4              Form of Class 1-AF-4 Certificate
    EXHIBIT A-5              Form of Class 1-AF-5 Certificate
    EXHIBIT A-6              Form of Class 1-AF-6 Certificate
    EXHIBIT A-7              Form of Class 2-AV Certificate
    EXHIBIT A-8              Form of Class 3-AV-1 Certificate
    EXHIBIT A-9              Form of Class 3-AV-2 Certificate
    EXHIBIT A-10             Form of Class 3-AV-3 Certificate
    EXHIBIT A-11             Form of Class MV-1 Certificate
    EXHIBIT A-12             Form of Class MV-2 Certificate
    EXHIBIT A-13             Form of Class MV-3 Certificate
    EXHIBIT A-14             Form of Class MV-4 Certificate
    EXHIBIT A-15             Form of Class MV-5 Certificate
    EXHIBIT A-16             Form of Class MV-6 Certificate
    EXHIBIT A-17             Form of Class MV-7 Certificate
    EXHIBIT A-18             Form of Class MV-8 Certificate
    EXHIBIT A-19             Form of Class BV Certificate
EXHIBIT B                    Forms of Class P Certificates
    EXHIBIT B-1              Form of Class PF Certificate
    EXHIBIT B-2              Form of Class PV Certificate
EXHIBIT C                    Forms of Class C Certificates
    EXHIBIT C-1              Form of Class CF Certificate
    EXHIBIT C-2              Form of Class CV Certificate
EXHIBIT D                    Form of Class A-R Certificate
EXHIBIT E                    Form of Tax Matters Person Certificate
EXHIBIT F                    Mortgage Loan Schedule
    EXHIBIT F-1              List of Mortgage Loans
    EXHIBIT F-2              Mortgage Loans for which All or a Portion of a Related Mortgage
                                 File is not Delivered to the Trustee on or prior to the
                                 Closing Date
EXHIBIT G                    Forms of Certification of Trustee
    EXHIBIT G-1              Form of Initial Certification of Trustee (Initial Mortgage
                                 Loans)
    EXHIBIT G-2              Form of Interim Certification of Trustee
    EXHIBIT G-3              Form of Delay Delivery Certification
    EXHIBIT G-4              Form of Initial Certification of Trustee (Subsequent Mortgage
                                 Loans)
EXHIBIT H                    Form of Final Certification of Trustee
EXHIBIT I                    Transfer Affidavit for Class A-R Certificates



                                      iv
<PAGE>

EXHIBIT J-1                  Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2                  Form of Transferor Certificate for Private Certificates
EXHIBIT K                    Form of Investment Letter (Non-Rule 144A)
EXHIBIT L                    Form of Rule 144A Letter
EXHIBIT M                    Form of Request for Document Release
EXHIBIT N                    Form of Request for File Release
EXHIBIT O                    Copy of Depository Agreement
EXHIBIT P                    Form of Subsequent Transfer Agreement
EXHIBIT Q                    Form of Class 1-AF-1 Corridor Contract
EXHIBIT R                    Form of Class 1-AF Policy
EXHIBIT S-1                  Form of Corridor Contract Assignment Agreement
EXHIBIT S-2                  Form of Corridor Contract Administration Agreement
EXHIBIT T                    Officer's Certificate with respect to Prepayments
EXHIBIT U                    Form of Swap Contract
EXHIBIT V-1                  Form of Swap Contract Assignment Agreement
EXHIBIT V-2                  Form of Swap Contract Administration Agreement
EXHIBIT W                    Form of Monthly Statement
EXHIBIT X-1                  Form of Performance Certification (Subservicer)
EXHIBIT X-2                  Form of Performance Certification (Trustee)
EXHIBIT Y                    Form of Servicing Criteria to be Addressed in Assessment of
                             Compliance Statement
EXHIBIT Z                    List of Item 1119 Parties
EXHIBIT AA                   Form of Sarbanes-Oxley Certification (Replacement Master
                             Servicer)
SCHEDULE I                   Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II                  Collateral Schedule
</TABLE>



                                      v
<PAGE>

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

                            PRELIMINARY STATEMENT

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

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

      SWAP-IO REMIC:

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

  Swap-IO REMIC Interest    Initial Principal Balance      Pass-Through Rate
  ----------------------    -------------------------      -----------------
SWR-1F                                 (1)                        (2)
SWR-PF                            $       100.00                  (3)
SWR-1A                            $ 3,333,331.00                  (4)
SWR-1B                            $ 3,333,331.00                  (5)
SWR-2A                            $ 3,905,698.00                  (4)
SWR-2B                            $ 3,905,698.00                  (5)
SWR-3A                            $ 4,425,976.00                  (4)

<PAGE>

  Swap-IO REMIC Interest    Initial Principal Balance      Pass-Through Rate
  ----------------------    -------------------------      -----------------
SWR-3B                            $ 4,425,976.00                  (5)
SWR-4A                            $ 4,268,078.00                  (4)
SWR-4B                            $ 4,268,078.00                  (5)
SWR-5A                            $ 4,841,663.00                  (4)
SWR-5B                            $ 4,841,663.00                  (5)
SWR-6A                            $ 5,406,145.50                  (4)
SWR-6B                            $ 5,406,145.50                  (5)
SWR-7A                            $ 5,958,793.50                  (4)
SWR-7B                            $ 5,958,793.50                  (5)
SWR-8A                            $ 6,498,408.00                  (4)
SWR-8B                            $ 6,498,408.00                  (5)
SWR-9A                            $ 7,022,288.00                  (4)
SWR-9B                            $ 7,022,288.00                  (5)
SWR-10A                           $ 7,528,284.00                  (4)
SWR-10B                           $ 7,528,284.00                  (5)
SWR-11A                           $ 8,014,302.50                  (4)
SWR-11B                           $ 8,014,302.50                  (5)
SWR-12A                           $ 8,478,318.50                  (4)
SWR-12B                           $ 8,478,318.50                  (5)
SWR-13A                           $ 8,918,007.00                  (4)
SWR-13B                           $ 8,918,007.00                  (5)
SWR-14A                           $ 9,332,314.50                  (4)
SWR-14B                           $ 9,332,314.50                  (5)
SWR-15A                           $ 9,719,109.50                  (4)
SWR-15B                           $ 9,719,109.50                  (5)
SWR-16A                           $10,076,786.50                  (4)
SWR-16B                           $10,076,786.50                  (5)
SWR-17A                           $10,403,878.50                  (4)
SWR-17B                           $10,403,878.50                  (5)
SWR-18A                           $10,677,188.50                  (4)
SWR-18B                           $10,677,188.50                  (5)
SWR-19A                           $10,908,850.50                  (4)
SWR-19B                           $10,908,850.50                  (5)
SWR-20A                           $10,540,606.00                  (4)
SWR-20B                           $10,540,606.00                  (5)
SWR-21A                           $10,183,410.00                  (4)
SWR-21B                           $10,183,410.00                  (5)
SWR-22A                           $ 9,837,596.50                  (4)
SWR-22B                           $ 9,837,596.50                  (5)
SWR-23A                           $ 9,502,795.00                  (4)
SWR-23B                           $ 9,502,795.00                  (5)
SWR-24A                           $ 9,178,643.50                  (4)
SWR-24B                           $ 9,178,643.50                  (5)
SWR-25A                           $14,512,780.00                  (4)
SWR-25B                           $14,512,780.00                  (5)



                                      2
<PAGE>

  Swap-IO REMIC Interest    Initial Principal Balance      Pass-Through Rate
  ----------------------    -------------------------      -----------------
SWR-26A                           $13,643,760.50                  (4)
SWR-26B                           $13,643,760.50                  (5)
SWR-27A                           $12,826,531.00                  (4)
SWR-27B                           $12,826,531.00                  (5)
SWR-28A                           $12,057,885.00                  (4)
SWR-28B                           $12,057,885.00                  (5)
SWR-29A                           $11,334,816.50                  (4)
SWR-29B                           $11,334,816.50                  (5)
SWR-30A                           $10,654,507.00                  (4)
SWR-30B                           $10,654,507.00                  (5)
SWR-31A                           $ 6,625,498.00                  (4)
SWR-31B                           $ 6,625,498.00                  (5)
SWR-32A                           $ 6,495,199.00                  (4)
SWR-32B                           $ 6,495,199.00                  (5)
SWR-33A                           $ 6,393,401.50                  (4)
SWR-33B                           $ 6,393,401.50                  (5)
SWR-34A                           $ 6,183,059.00                  (4)
SWR-34B                           $ 6,183,059.00                  (5)
SWR-35A                           $ 5,979,665.00                  (4)
SWR-35B                           $ 5,979,665.00                  (5)
SWR-36A                           $ 5,872,685.00                  (4)
SWR-36B                           $ 5,872,685.00                  (5)
SWR-37A                           $ 5,746,864.00                  (4)
SWR-37B                           $ 5,746,864.00                  (5)
SWR-38A                           $ 5,547,594.00                  (4)
SWR-38B                           $ 5,547,594.00                  (5)
SWR-39A                           $ 5,355,562.00                  (4)
SWR-39B                           $ 5,355,562.00                  (5)
SWR-40A                           $ 5,170,485.00                  (4)
SWR-40B                           $ 5,170,485.00                  (5)
SWR-41A                           $ 4,992,095.50                  (4)
SWR-41B                           $ 4,992,095.50                  (5)
SWR-42A                           $ 4,763,652.50                  (4)
SWR-42B                           $ 4,763,652.50                  (5)
SWR-43A                           $ 4,545,516.50                  (4)
SWR-43B                           $ 4,545,516.50                  (5)
SWR-44A                           $ 4,396,305.00                  (4)
SWR-44B                           $ 4,396,305.00                  (5)
SWR-45A                           $ 4,252,013.50                  (4)
SWR-45B                           $ 4,252,013.50                  (5)
SWR-46A                           $ 4,112,478.00                  (4)
SWR-46B                           $ 4,112,478.00                  (5)
SWR-47A                           $ 4,430,888.50                  (4)
SWR-47B                           $ 4,430,888.50                  (5)
SWR-48A                           $42,673,234.00                  (4)



                                      3
<PAGE>

  Swap-IO REMIC Interest    Initial Principal Balance      Pass-Through Rate
  ----------------------    -------------------------      -----------------
SWR-48B                           $42,673,234.00                  (5)
SWR-49A                           $ 1,441,524.50                  (4)
SWR-49B                           $ 1,441,524.50                  (5)
SWR-50A                           $ 1,414,113.00                  (4)
SWR-50B                           $ 1,414,113.00                  (5)
SWR-51A                           $ 1,387,217.00                  (4)
SWR-51B                           $ 1,387,217.00                  (5)
SWR-52A                           $ 1,360,827.00                  (4)
SWR-52B                           $ 1,360,827.00                  (5)
SWR-53A                           $ 1,334,933.50                  (4)
SWR-53B                           $ 1,334,933.50                  (5)
SWR-54A                           $ 1,309,527.00                  (4)
SWR-54B                           $ 1,309,527.00                  (5)
SWR-55A                           $ 1,284,599.00                  (4)
SWR-55B                           $ 1,284,599.00                  (5)
SWR-56A                           $ 1,260,139.50                  (4)
SWR-56B                           $ 1,260,139.50                  (5)
SWR-57A                           $ 1,236,140.50                  (4)
SWR-57B                           $ 1,236,140.50                  (5)
SWR-58A                           $ 1,212,593.50                  (4)
SWR-58B                           $ 1,212,593.50                  (5)
SWR-59A                           $ 1,189,490.00                  (4)
SWR-59B                           $ 1,189,490.00                  (5)
SWR-60A                           $60,041,947.50                  (4)
SWR-60B                           $60,041,947.50                  (5)
SWR-Support                            (6)                        (7)
SWR-PV                            $       100.00                  (8)
SW-A-R                                 (9)                        (9)

------------------
(1)   On the Closing Date and on each Distribution Date, following the
      allocation of Principal Amounts and Realized Losses in respect of the
      Group 1 Mortgage Loans, the principal balance in respect of the Class
      SWR-F1 Interest will equal the sum of (a) the principal balance of the
      Group 1 Mortgage Loans (as of the end of the related Due Period, reduced
      by principal prepayments received after the Due Period that are to be
      distributed on the Distribution Date related to the Due Period) and (b)
      the amount, if any, on deposit in the Pre-Funding Account in respect of
      Loan Group 1.

(2)   A rate equal to the Loan Group 1 Net Rate Cap. The "Loan Group 1 Net
      Rate Cap" means the weighted average of the Adjusted Net Mortgage Rates
      of all the Mortgage Loans in Loan Group 1.

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



                                      4
<PAGE>

(4)   Prior to the 61st Distribution Date, a rate equal to twice the
      Adjustable Rate Loan Group Tax Cap less 11.10% per annum. On and after
      the 61st Distribution Date a rate equal to the Adjustable Rate Loan
      Group Tax Cap. The "Adjustable Rate Loan Group Tax Cap" means the
      weighted average of the Adjusted Net Mortgage Rates of all the Mortgage
      Loans in Loan Group 2 and Loan Group 3.

(5)   Prior to the 61st Distribution Date, a rate equal to the lesser of (i)
      11.10% per annum and (ii) twice the Adjustable Rate Loan Group Tax Cap.
      On and after the 61st Distribution Date, a rate equal to the Adjustable
      Rate Loan Group Tax Cap.

(6)   On the Closing Date and on each Distribution Date, following the
      allocation of Principal Amounts and Realized Losses in respect of the
      Group 2 and Group 3 Mortgage Loans, the principal balance in respect of
      the SWR-Support Interest will equal the excess of (a) (i) the principal
      balance of the Group 2 and Group 3 Mortgage Loans (as of the end of the
      related Due Period, reduced by principal prepayments received after the
      Due Period that are to be distributed on the Distribution Date related
      to the Due Period) and (ii) the amount, if any, on deposit in the
      Pre-Funding Account in respect of Loan Group 2 and Loan Group 3 over (b)
      the principal balance in respect of the remaining Swap-IO REMIC
      Interests (other than the SWR-1F, SWR-PF, SWR-PV and the SWR-A-R
      Interests).

(7)   A rate equal to the Adjustable Rate Loan Group Tax Cap.

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

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

      On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the Group 1 Mortgage Loans shall
be payable in the following manner:

      (1) Interest. Interest is to be distributed with respect to the SWR-1F
      Interest at the rate described above.

      (2) Principal. Scheduled principal, prepayments and Realized Losses will
      be allocated between the SWR-PF Interest and the SWR-1F in the same way
      that scheduled principal, prepayments and Realized Losses Interest are
      allocated between the Class PF Certificate and all other certificates
      relating to Loan Group 1.

      (3) Prepayment Penalties. All Prepayment Charges related to the Fixed
      Rate Mortgage Loans will be allocated to the SWR-PF Interest.

      On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the Group 2 and Group 3 Mortgage
Loans shall be payable in the following manner:



                                      5
<PAGE>

      (1) Interest. Interest is to be distributed with respect to the Class
      SWR-1A through Class SWR-60B Interests and the Class SWR-Support
      Interests at the rate, or according to the formulas, described above.

      (2) Principal. Scheduled principal, prepayments and Realized Losses will
      be allocated first, to the SWR-Support Interest and second, to the
      numbered classes (Class SWR-1A through Class SWR-60B ) sequentially
      (from lowest to highest). Amounts so allocated to a numbered class
      (Class SWR-1A through Class SWR-60B ) shall be further allocated among
      the "A" and "B" components of such numbered class pro-rata until the
      entire class is reduced to zero.

      (3) Prepayment Penalties. All Prepayment Charges related to the
      Adjustable Rate Mortgage Loans shall be allocated to the SWR-PV
      Interest.

      STRIP REMIC:

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

--------------------------------------------------------------------------------
  Strip REMIC        Initial Principal      Pass-Through    Corresponding Class
    Interest               Balance              Rate          of Certificates
--------------------------------------------------------------------------------
STR-1-AF-1..........         (1)                 (2)               1-AF-1
--------------------------------------------------------------------------------
STR-1-AF-2..........         (1)                 (2)               1-AF-2
--------------------------------------------------------------------------------
STR-1-AF-3..........         (1)                 (2)               1-AF-3
--------------------------------------------------------------------------------
STR-1-AF-4..........         (1)                 (2)               1-AF-4
--------------------------------------------------------------------------------
STR-1-AF-5..........         (1)                 (2)               1-AF-5
--------------------------------------------------------------------------------
STR-1-AF-6..........         (1)                 (2)               1-AF-6
--------------------------------------------------------------------------------
STR-PF..............        $100                 (3)                 PF
--------------------------------------------------------------------------------
STR-F-Accrual.......         (1)                 (2)                 N/A
--------------------------------------------------------------------------------
STR-2-AV                     (4)                 (5)                2-AV
--------------------------------------------------------------------------------
STR-3-AV-1                   (4)                 (5)               3-AV-1
--------------------------------------------------------------------------------
STR-3-AV-2                   (4)                 (5)               3-AV-2
--------------------------------------------------------------------------------
STR-3-AV-3                   (4)                 (5)               3-AV-3
--------------------------------------------------------------------------------
STR-MV-1............         (4)                 (5)                MV-1
--------------------------------------------------------------------------------
STR-MV-2............         (4)                 (5)                MV-2
--------------------------------------------------------------------------------
STR-MV-3............         (4)                 (5)                MV-3
--------------------------------------------------------------------------------
STR-MV-4............         (4)                 (5)                MV-4
--------------------------------------------------------------------------------
STR-MV-5............         (4)                 (5)                MV-5
--------------------------------------------------------------------------------
STR-MV-6............         (4)                 (5)                MV-6
--------------------------------------------------------------------------------
STR-MV-7............         (4)                 (5)                MV-7
--------------------------------------------------------------------------------
STR-MV-8............         (4)                 (5)                MV-8
--------------------------------------------------------------------------------
STR-BV..............         (4)                 (5)                 BV
--------------------------------------------------------------------------------
STR-$100............        $100                 (6)                 A-R
--------------------------------------------------------------------------------
STR-CV-OC...........         (7)                 (5)                 N/A
--------------------------------------------------------------------------------
STR-CV-Swap-IO               (8)                 (5)                 N/A
--------------------------------------------------------------------------------
STR-PV..............        $100                 (9)                 PV
--------------------------------------------------------------------------------



                                      6
<PAGE>


--------------------------------------------------------------------------------
  Strip REMIC        Initial Principal      Pass-Through    Corresponding Class
    Interest               Balance              Rate          of Certificates
--------------------------------------------------------------------------------
STR-A-R.............        (10)                (10)                 N/A
--------------------------------------------------------------------------------

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

(2)   The pass-through rate with respect to any Distribution Date (and the
      related Accrual Period) for this Strip REMIC Interest is a per annum
      rate equal to the Loan Group 1 Net Rate Cap.

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

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

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

(6)   This Strip REMIC Interest pays no interest.

(7)  This Strip REMIC Interest has a principal balance that is initially
     equal to 100% of the Adjustable Rate Overcollateralized Amount.
     Principal payments, both scheduled and prepaid, Realized Losses and
     Subsequent Recoveries attributable to the Swap-IO REMIC Interests held
     by the Strip REMIC (other than the Class SWR-1F, Class SWR-PF, Class
     SWR-PV and Class SWR-A-R Interests) will be allocated to this class to
     maintain its size relative to the Adjustable Rate Overcollateralized
     Amount.



                                      7
<PAGE>

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

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

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

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

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

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

      (3) Prepayment Penalties. All Prepayment Charges are allocated as
      described above.



                                      8
<PAGE>

      MASTER REMIC:

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

                                    Original Certificate
Class                                 Principal Balance     Pass-Through Rate
---------------------------------- ----------------------  --------------------
Class 1-AF-1.....................       $191,470,000               (1)
Class 1-AF-2.....................        $84,303,000               (1)
Class 1-AF-3.....................        $84,303,000               (1)
Class 1-AF-4.....................       $157,525,000               (1)
Class 1-AF-5.....................       $102,599,000               (1)
Class 1-AF-6.....................        $70,000,000               (1)
Class 2-AV.......................       $460,174,000               (2)
Class 3-AV-1.....................       $212,197,000               (2)
Class 3-AV-2.....................       $224,393,000               (2)
Class 3-AV-3.....................        $52,546,000               (2)
Class MV-1.......................        $53,100,000               (2)
Class MV-2.......................        $33,630,000               (2)
Class MV-3.......................        $24,780,000               (2)
Class MV-4.......................        $18,290,000               (2)
Class MV-5.......................        $20,650,000               (2)
Class MV-6.......................        $15,340,000               (2)
Class MV-7.......................        $17,700,000               (2)
Class MV-8.......................        $15,340,000               (2)
Class BV.........................         $8,260,000               (2)
Class CF.........................              (3)                 (4)
Class CV.........................              (5)                 (6)
Class PF.........................               $100               (7)
Class PV.........................               $100               (8)
Class A-R........................               $100               (9)

------------------
(1)   These Certificates will accrue interest at the related Pass-Through
      Rates identified in this Agreement. For federal income tax purposes,
      including the computation of the Class CF Distributable Amount and
      entitlement to Net Rate Carryover the pass-through rate in respect of
      this certificate will be subject to a cap equal to the Loan Group 1 Net
      Rate Cap.

(2)   These Certificates will accrue interest at the related Pass-Through
      Rates identified in this Agreement. For federal income tax purposes,
      including the computation of the Class CV Distributable Amount and
      entitlement to Net Rate Carryover, the pass-through rate in respect of
      this certificate will be the Strip REMIC Cap.

(3)   For federal income tax purposes, the Class CF Certificates will be
      treated as having a Certificate Principal Balance equal to the Fixed
      Rate Overcollateralized Amount.

(4)   For each Interest Accrual Period the Class CF Certificates are entitled
      to an amount (the "Class CF Distributable Amount") equal to a specified
      portion of the interest payable on



                                       9
<PAGE>

      the Strip REMIC Regular Interests having an "F" in their designation
      (other than the STR-PF Interests) equal to the excess of the Loan Group
      1 Net Rate Cap over the product of two and the weighted average interest
      rate of the Strip REMIC Regular Interests having an "F" in their
      designation (other than the STR-PF Interests) with each such Class other
      than the STR-F-Accrual Interest, subject to a cap equal to the
      Pass-Through Rate of the Corresponding Master REMIC Class and the
      STR-F-Accrual Interest subject to a cap of 0.00%. The Pass-Through Rate
      of the Class CF Certificates shall be a rate sufficient to entitle it to
      an amount equal to all interest accrued on the Group 1 Mortgage Loans
      less the interest accrued on the other Master REMIC Interests having the
      letter "F" in their designation. The Class CF Distributable Amount for
      any Distribution Date is payable from current interest on the Group 1
      Mortgage Loans and any related Fixed Rate Overcollateralization
      Reduction Amount for that Distribution Date.

(5)   For federal income tax purposes, the Class CV Certificates will be
      treated as having a Certificate Principal Balance equal to the
      Adjustable Rate Overcollateralized Amount.

(6)   For each Interest Accrual Period the Class CV Certificates are entitled
      to an amount (the "Class CV Distributable Amount") equal to the sum of
      (a) the interest payable on the STR-CV-Swap-IO Interest, (b) the
      interest payable on the STR-CV-OC Interest and (c) a specified portion
      of the interest payable on the Strip REMIC Regular Interests having the
      letter "V" in their designation (other than the STR-CV-OC,
      STR-CV-Swap-IO and STR-PV Interests) equal to the excess of the Strip
      REMIC Cap over the weighted average interest rate of the Strip REMIC
      Regular Interests having the letter "V" in their designation (other than
      the STR-CV-OC, STR-CV-Swap-IO and STR-PV Interests) with each such Class
      subject to a cap equal to the Pass-Through Rate of the Corresponding
      Master REMIC Class. The Pass-Through Rate of the Class CV Certificates
      shall be a rate sufficient to entitle it to an amount equal to all
      interest accrued on the Group 2 and Group 3 Mortgage Loans less the
      interest accrued on the other Master REMIC Interests having the letter
      "V" in their designation. The Class CV Distributable Amount for any
      Distribution Date is payable from current interest on the Group 2 and
      Group 3 Mortgage Loans and any related Adjustable Rate
      Overcollateralization Reduction Amount for that Distribution Date.

(7)   For each Distribution Date the Class PF Certificates are entitled to all
      amounts distributed with respect to the STR-PF Interest.

(8)   For each Distribution Date the Class PV Certificates are entitled to all
      amounts distributed with respect to the STR-PV Interest.

(9)   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.



                                      10
<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:

            Account: Any Escrow Account, the Carryover Reserve Fund, the
Certificate Account, the Credit Comeback Excess Account, the Distribution
Account, the Pre-Funding Account, the Principal Reserve Fund, the Swap Account
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 1-AF-1 Certificates, the
Class AV Certificates and the Adjustable Rate Subordinate Certificates.

            Adjustable Rate Cumulative Loss Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, an Adjustable
Rate Cumulative Loss Trigger Event occurs if (x) the aggregate amount of
Realized Losses on the Mortgage Loans in Loan Group 2 and Loan Group 3 from
the Cut-off Date for each such Mortgage Loan to (and including) the last day
of the related Due Period (reduced by the aggregate amount of any Subsequent
Recoveries related to the Mortgage Loans in Loan Group 2 and Loan Group 3
received through the last day of that Due Period) exceeds (y) the applicable
percentage, for such Distribution Date, of the sum of the aggregate Cut-off
Date Principal Balance of the Initial Mortgage Loans in Loan Group 2 and Loan
Group 3, the Group 2 Pre-Funded Amount and the Group 3 Pre-Funded Amount, as
set forth below:

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

            July 2008 -- June 2009............ 1.30% with respect to July
                                               2008, plus an additional
                                               1/12th of 1.65% for each
                                               month thereafter through
                                               June 2009
            July 2009 -- June 2010............ 2.95% with respect to July
                                               2009, plus an additional
                                               1/12th of 1.75%



                                      11
<PAGE>

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

                                               for each month thereafter
                                               through June 2010
            July 2010 -- June 2011............ 4.70% with respect to July
                                               2010, plus an additional
                                               1/12th of 1.40% for each
                                               month thereafter through
                                               June 2011
            July 2011 -- June 2012............ 6.10% with respect to July
                                               2011, plus an additional
                                               1/12th of 0.80% for each
                                               month thereafter through
                                               June 2012
            July 2012 -- June 2013............ 6.90% with respect to July
                                               2012, plus an additional
                                               1/12th of 0.10% for each
                                               month thereafter through
                                               June 2013
            July 2013 and thereafter.......... 7.00%

            Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, an Adjustable
Rate Delinquency Trigger Event exists if the Rolling Sixty-Day Delinquency
Rate for Outstanding Mortgage Loans in Loan Group 2 and Loan Group 3 equals or
exceeds the product of (x) the Adjustable Rate Senior Enhancement Percentage
for such Distribution Date and (y) the applicable percentage listed below for
the most senior Class of outstanding Class AV Certificates and Adjustable Rate
Subordinate Certificates:

                               Class             Percentage

                       Class AV..............      40.90%
                       Class MV-1............      53.13%
                       Class MV-2............      65.54%
                       Class MV-3............      79.17%
                       Class MV-4............      93.52%
                       Class MV-5............      117.59%
                       Class MV-6............      145.38%
                       Class MV-7............      199.90%
                       Class MV-8............      296.15%
                       Class BV..............      399.80%


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



                                      12
<PAGE>

            Adjustable Rate Loan Group Credit Comeback Excess Cashflow: With
respect to any Distribution Date, any amounts in the Credit Comeback Excess
Account in respect of Loan Group 2 and Loan Group 3 available for such
Distribution Date.

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

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

            Adjustable Rate Mortgage Loans: The Mortgage Loans identified in
the Mortgage Loan Schedule as having a Mortgage Rate which is adjustable in
accordance with the terms of the related Mortgage Note.

            Adjustable Rate OC Floor: For any Distribution Date, an amount
equal to 0.50% of the sum of the aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan Group 2 and Loan Group 3, the Group 2
Pre-Funded Amount and the Group 3 Pre-Funded Amount.

            Adjustable Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the amount, if any, by which the Adjustable
Rate Overcollateralization Target Amount exceeds the Adjustable Rate
Overcollateralized Amount on such Distribution Date (after giving effect to
distribution of the Principal Distribution Amount (other than the portion
thereof consisting of the Extra Principal Distribution Amount) for Loan Group
2 and Loan Group 3 on such Distribution Date).

            Adjustable Rate Overcollateralization Reduction Amount: With
respect to any Distribution Date, an amount equal to the lesser of (i) the
Adjustable Rate Excess Overcollateralization Amount for such Distribution Date
and (ii) the aggregate Principal Remittance Amount for Loan Group 2 and Loan
Group 3 for such Distribution Date.

            Adjustable Rate Overcollateralization Target Amount: With respect
to any Distribution Date (a) prior to the Adjustable Rate Stepdown Date, an
amount equal to 2.00% of the sum of the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in Loan Group 2 and Loan Group 3, the
Group 2 Pre-Funded Amount and the Group 3 Pre-Funded Amount and (b) on or
after the Adjustable Rate Stepdown Date, the greater of (i) an amount equal to
4.00% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group 2 and Loan Group 3 for the current Distribution Date and (ii) the
Adjustable Rate OC Floor; provided, however, that if an Adjustable Rate
Trigger Event is in effect on any Distribution Date, the Adjustable Rate
Overcollateralization Target Amount will be the Adjustable Rate
Overcollateralization Target Amount as in effect for the prior Distribution
Date.

            Adjustable Rate Overcollateralized Amount: With respect to any
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 2 and Loan Group
3 for such Distribution Date and any amount



                                      13
<PAGE>

on deposit in the Pre-Funding Account in respect of Loan Group 2 and Loan
Group 3 exceeds (y) the sum of the aggregate Certificate Principal Balance of
the Class AV Certificates and the Adjustable Rate Subordinate Certificates as
of such Distribution Date (after giving effect to distribution of the
Principal Remittance Amounts for Loan Group 2 and Loan Group 3 to be made on
such Distribution Date and, in the case of the Distribution Date immediately
following the end of the Funding Period, any amounts to be released from the
Pre-Funding Account in respect of Loan Group 2 and Loan Group 3).

            Adjustable Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Adjustable Rate Stepdown Date, the fraction
(expressed as a percentage) (1) the numerator of which is the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2
and Loan Group 3 for the preceding Distribution Date over (b) (i) before the
Certificate Principal Balances of the Class AV Certificates have been reduced
to zero, the sum of the Certificate Principal Balances of the Class AV
Certificates, or (ii) after the Certificate Principal Balances of the Class AV
Certificates have been reduced to zero, the Certificate Principal Balance of
the most senior Class of Adjustable Rate Subordinate Certificates outstanding,
as of the related Master Servicer Advance Date, and (2) the denominator of
which is the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group 2 and Loan Group 3 for the preceding Distribution Date.

            Adjustable Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class AV Certificates is reduced to zero, and (2) the later to occur of (x)
the Distribution Date in July 2009 and (y) the first Distribution Date on
which the aggregate Certificate Principal Balance of the Class AV Certificates
(after calculating anticipated distributions on such Distribution Date) is
less than or equal to 60.90% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution Date.

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

            Adjustable Rate Subordinate Class Principal Distribution Amount:
With respect to any Distribution Date and any Class of Adjustable Rate
Subordinate Certificates (other than the Class MV-1, Class MV-2 and Class MV-3
Certificates), the excess of (1) the sum of (a) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into account
distribution of the Class 2-AV Principal Distribution Amount and the Class
3-AV Principal Distribution Amount for such Distribution Date), (b) the
aggregate Certificate Principal Balance of the Class MV-1, Class MV-2 and
Class MV-3 Certificates (after taking into account distribution of the
Combined Class MV-1, MV-2 and MV-3 Principal Distribution Amount for such
Distribution Date), (c) the aggregate Certificate Principal Balance of any
Class(es) of Adjustable Rate Subordinate Certificates (other than the Class
MV-1, Class MV-2 and Class MV-3 Certificates) that are senior to the subject
Class (in each case, after taking into account distribution of the Adjustable
Rate Subordinate Class Principal Distribution Amount(s) for such senior
Class(es) of Certificates for such Distribution Date), and (d) the Certificate
Principal Balance of the subject Class of Adjustable Rate Subordinate
Certificates immediately prior to such Distribution Date over (2) the lesser
of (a) the product of (x) 100% minus the Stepdown



                                      14
<PAGE>

            Target Subordination Percentage for the subject Class of
Certificates and (y) the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group 2 and Loan Group 3 for such Distribution Date and (b) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 and
Loan Group 3 for such Distribution Date minus the Adjustable Rate OC Floor;
provided, however, that if such Class of Adjustable Rate Subordinate
Certificates is the only Class of Adjustable Rate Subordinate Certificates
outstanding on such Distribution Date, that Class will be entitled to receive
the entire remaining Principal Distribution Amount for Loan Group 2 and Loan
Group 3 until the Certificate Principal Balance thereof is reduced to zero.

            Adjustable Rate Subordinate Net Rate Cap: With respect to any
Distribution Date and each Class of Adjustable Rate Subordinate Certificates,
the weighted average of the Class 2-AV Net Rate Cap for that Distribution Date
and the Class 3-AV Net Rate Cap for that Distribution Date, weighted on the
basis of the excess (if any) of the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group and the amount on
deposit in the Pre-Funding Account in respect of that Loan Group over the
outstanding Certificate Principal Balance of the related Class AV
Certificates.

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

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

            Adjusted Replacement Upfront Amount: As defined in Section 3.19.

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

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

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



                                      15
<PAGE>

            Ambac: Ambac Assurance Corporation, organized and created under
the laws of the State of Wisconsin, or any successor thereto.

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

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

                 Loan Group(s)       Class(es) of Certificates

                       1                        1-AF
                    2 and 3            AV and Adjustable Rate
                                            Subordinate
                       2                        2-AV
                       3                        3-AV



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

            Bankruptcy Code: Title 11 of the United States Code.

            Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of 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.



                                      16
<PAGE>

            Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which the Class 1-AF 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.

            Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.07 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-11". Funds in the Carryover Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

            Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-19, Exhibits B-1 and B-2, Exhibits C-1 and C-2, Exhibit
D and Exhibit E.

            Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a
depository institution in the name of the Master Servicer for the benefit of
the Trustee on behalf of the Certificateholders and the Class 1-AF Insurer and
designated "Countrywide Home Loans Servicing LP in trust for registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-11". Funds in
the Certificate Account shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement.

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

            Certificate Principal Balance: As to any Certificate (other than
the Class C Certificates) and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate (A) less the sum of (i) all
amounts distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates pursuant
to Section 4.04(c) or 4.04(d), (ii) with respect to the Class 1-AF
Certificates only, payments under the Class 1-AF Policy relating to principal
(except that any payment under the Class 1-AF Policy with respect to an
Applied Realized Loss Amount allocated to the Class 1-AF Certificates shall
not result in a further reduction of the Certificate Principal Balance of the
Class 1-AF Certificates) and (iii) any Applied Realized Loss Amounts allocated
to such Certificate on previous Distribution Dates pursuant to Section
4.04(k), and (B) increased by any Subsequent Recoveries allocated to such
Class of Certificate pursuant to Section 4.04(l) on such Distribution Date.
References herein to the Certificate Principal Balance of a Class of
Certificates shall mean the Certificate Principal Balances of all Certificates
in such Class. The Class C Certificates do not have a Certificate Principal
Balance. With respect to any Certificate (other than the Class C Certificates)
of a Class and any Distribution Date, the portion of the Certificate Principal
Balance of such Class represented by such Certificate equal to the product of
the Percentage Interest evidenced by such Certificate and the Certificate
Principal Balance of such Class. Exclusively for the purpose of determining
any subrogation rights of the Class 1-AF Insurer arising under Section 4.06
hereof, the "Certificate Principal Balance" of the Class 1-AF Certificates
shall not be reduced by the amount of any payments made by the Class 1-AF
Insurer in respect of



                                      17
<PAGE>

principal on such Certificates under the Class 1-AF Policy, except to the
extent such payment shall have been reimbursed to the Class 1-AF 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 affiliate of the Depositor shall be deemed not to be
Outstanding and the Voting Interest evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting Interests
necessary to effect such consent has been obtained; provided that if any such
Person (including the Depositor) owns 100% of the Voting Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof (other than the second
sentence of Section 10.01 hereof) that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder. The Trustee is entitled to rely conclusively on a certification of
the Depositor or any affiliate of the Depositor in determining which
Certificates are registered in the name of an affiliate of the Depositor.

            Certification Party: As defined in Section 11.05.

            Certifying Person: As defined in Section 11.05.

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

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

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

            Class 1-AF Available Funds: With respect to any Class of Class
1-AF Certificates and any Distribution Date, funds allocated from amounts
available pursuant to this Agreement to make distributions on that Class of
Class 1-AF Certificates on such Distribution Date, other than any Insured
Amounts.

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

            Class 1-AF Insurance and Indemnity Agreement: The Insurance and
Indemnity Agreement, dated as of the Closing Date, by and among the Class 1-AF
Insurer, as insurer, the Depositor, as depositor, Countrywide, as a seller,
the Master Servicer, as master servicer, the Trustee, as trustee and the
Co-Trustee, as co-trustee.



                                      18
<PAGE>

            Class 1-AF Insurer: Ambac in its capacity as insurer under the
Class 1-AF Policy, and any permitted successor or assign.

            Class 1-AF Insurer Contact Person: The officer designated by the
Master Servicer to provide information to the Class 1-AF Insurer pursuant to
Section 4.06(i).

            Class 1-AF Insurer Default: As defined in Section 4.06(l).

            Class 1-AF Late Payment Rate: With respect to any Distribution
Date, the lesser of (i) the greater of (a) the rate of interest, as it is
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 2% and
(b) the then applicable highest rate of interest on any of the Class 1-AF
Certificates and (ii) the maximum rate permissible under applicable usury or
similar laws limiting interest rates. The Class 1-AF Late Payment Rate shall
be computed on the basis of the actual number of days elapsed over a year of
360 days.

            Class 1-AF Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 1 as of
the first day of the related Due Period (after giving effect to Principal
Prepayments received during the Prepayment Period that ends during such Due
Period) less a fraction, expressed as a percentage, the numerator of which is
(x) the product of the Class 1-AF Premium for that Distribution Date times 12,
and the denominator of which is (y) the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 and the amount on deposit in the
Pre-Funding Account in respect of Loan Group 1, adjusted, in the case of the
Class 1-AF-1 Certificates only, to an effective rate reflecting the
calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year.

            Class 1-AF Policy: The irrevocable Certificate Guaranty Insurance
Policy, No. AB1009BE, including any endorsements thereto, issued by the Class
1-AF Insurer with respect to the Class 1-AF Certificates, in the form attached
hereto as Exhibit R.

            Class 1-AF 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 Class 1-AF Certificateholders and
designated "The Bank of New York in trust for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series 2006-11, Class 1-AF". Funds in the
Class 1-AF Policy Payments Account shall be held in trust for the Class 1-AF
Certificateholders for the uses and purposes set forth in this Agreement.

            Class 1-AF Policy Premium Rate: The "Premium Percentage" as
defined in the Class 1-AF Policy.

            Class 1-AF Premium: With respect to the Class 1-AF Policy and any
Distribution Date, an amount equal to the product of (i) one-twelfth (1/12) of
the Class 1-AF Policy Premium Rate and (ii) the Class 1-AF Certificate
Principal Balance on each Distribution Date (after giving effect to any
distributions of principal to be made in such Distribution Date).



                                      19
<PAGE>

            Class 1-AF Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class 1-AF Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 95.80% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date and
(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
1 for such Distribution Date minus the Fixed Rate OC Floor.

            Class 1-AF Reimbursement Amount: With respect to any Distribution
Date, (i) all Insured Payments paid by the Class 1-AF Insurer, for which the
Class 1-AF Insurer has not been reimbursed prior to such Distribution Date
pursuant to Section 4.04 hereof, plus (ii) interest accrued on such Insured
Payments not previously repaid, calculated at the Class 1-AF Late Payment Rate
from the date such Insured Payments were made, plus (iii) any other amounts
payable to the Class 1-AF Insurer pursuant to the Class 1-AF Insurance and
Indemnity Agreement.

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

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

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

            Class 1-AF-4 Certificate: Any Certificate designated as a "Class
1-AF-4 Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth herein.

            Class 1-AF-5 Certificate: Any Certificate designated as a "Class
1-AF-5 Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.

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

            Class 1-AF-6 Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the numerator of which is the Certificate
Principal Balance of the Class 1-AF-6 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Classes of the Class 1-AF Certificates immediately
prior to such Distribution Date.

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



                                      20
<PAGE>

            Class 2-AV Net Rate Cap: For any Distribution Date, (A) the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 2 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year minus (B) the percentage equivalent of a
fraction, the numerator of which is (x) the product of (a) the sum of (1) the
Net Swap Payment payable to the Swap Counterparty with respect to such
Distribution Date times a fraction, the numerator of which is equal to 360 and
the denominator of which is equal to the actual number of days in the related
Accrual Period and (2) any Swap Termination Payment payable to the Swap
Counterparty for such Distribution Date (other than a Swap Termination Payment
due to a Swap Counterparty Trigger Event), and (b) a fraction, the numerator
of which is the Interest Funds for Loan Group 2 for that Distribution Date and
the denominator of which is the sum of the Interest Funds for Loan Group 2 and
Loan Group 3 for that Distribution Date, and the denominator of which is (y)
the sum of the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 2 and the amount on deposit in the Pre-Funding Account in respect
of Loan Group 2.

            Class 2-AV Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class AV Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Principal
Remittance Amount for Loan Group 2 and the denominator of which is the
Principal Remittance Amount for Loan Group 2 and Loan Group 3.

            Class 3-AV-1 Certificate: Any Certificate designated as a "Class
3-AV-1 Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.

            Class 3-AV-2 Certificate: Any Certificate designated as a "Class
3-AV-2 Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

            Class 3-AV-3 Certificate: Any Certificate designated as a "Class
3-AV-3 Certificate" on the face thereof, in the form of Exhibit A-10 hereto,
representing the right to distributions as set forth herein.

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

            Class 3-AV Net Rate Cap: For any Distribution Date, (A) the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 3 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year minus (B) the percentage equivalent of a
fraction, the numerator of which is (x) the product of (a) the sum of (1) the
Net Swap Payment payable to the Swap Counterparty with respect to such
Distribution Date times a fraction, the numerator of which is equal to 360 and
the denominator of which is equal to the actual number of days in the related
Accrual Period and (2) any Swap Termination Payment payable to the Swap
Counterparty for such Distribution



                                      21
<PAGE>

Date (other than a Swap Termination Payment due to a Swap Counterparty Trigger
Event), and (b) a fraction, the numerator of which is the Interest Funds for
Loan Group 3 for that Distribution Date and the denominator of which is the
sum of the Interest Funds for Loan Group 2 and Loan Group 3 for that
Distribution Date, and the denominator of which is (y) the sum of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 3 and
the amount on deposit in the Pre-Funding Account in respect of Loan Group 3.

            Class 3-AV Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class AV Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Principal
Remittance Amount for Loan Group 3 and the denominator of which is the
Principal Remittance Amount for Loan Group 2 and Loan Group 3.

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

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

            Class AV Principal Distribution Target Amount: With respect to any
Distribution Date will equal the excess of: (1) the aggregate Certificate
Principal Balance of the Class AV Certificates immediately prior to such
Distribution Date, over (2) the lesser of (i) 60.90% of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for
such Distribution Date and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution Date
minus the Adjustable Rate OC Floor.

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

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

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

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

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

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

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



                                      22
<PAGE>

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

            Class MV-3 Certificate: Any Certificate designated as a "Class
MV-3 Certificate" on the face thereof, in the form of Exhibit A-13 hereto,
representing the right to distributions as set forth herein.

            Class MV-4 Certificate: Any Certificate designated as a "Class
MV-4 Certificate" on the face thereof, in the form of Exhibit A-14 hereto,
representing the right to distributions as set forth herein.

            Class MV-5 Certificate: Any Certificate designated as a "Class
MV-5 Certificate" on the face thereof, in the form of Exhibit A-15 hereto,
representing the right to distributions as set forth herein.

            Class MV-6 Certificate: Any Certificate designated as a "Class
MV-6 Certificate" on the face thereof, in the form of Exhibit A-16 hereto,
representing the right to distributions as set forth herein.

            Class MV-7 Certificate: Any Certificate designated as a "Class
MV-7 Certificate" on the face thereof, in the form of Exhibit A-17 hereto,
representing the right to distributions as set forth herein.

            Class MV-8 Certificate: Any Certificate designated as a "Class
MV-8 Certificate" on the face thereof, in the form of Exhibit A-18 hereto,
representing the right to distributions as set forth herein.

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

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

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

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

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

            Class PV Principal Distribution Date: The first Distribution Date
that occurs after the end of the latest Prepayment Charge Period for all
Mortgage Loans in Loan Group 2 and Loan Group 3 that have a Prepayment Charge
Period.



                                      23
<PAGE>

            Closing Date: June 29, 2006.

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

            Collateral Schedule: Schedule II hereto.

            Combined Class MV-1, MV-2 and MV-3 Principal Distribution Amount:
With respect to any Distribution Date and the Class MV-1, Class MV-2 and Class
MV-3 Certificates, the excess of (1) the sum of (a) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into account
distribution of the Class 2-AV Principal Distribution Amount and the Class
3-AV Principal Distribution Amount for such Distribution Date) and (b) the
aggregate Certificate Principal Balance of the Class MV-1, Class MV-2 and
Class MV-3 Certificates immediately prior to such Distribution Date over (2)
the lesser of (a) 79.80% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and Loan Group 3 for the Distribution Date and
(b) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
2 and Loan Group 3 for such Distribution Date minus the Adjustable Rate OC
Floor; provided, however, that if the Class MV-1, Class MV-2 and/or Class MV-3
Certificates are the only Class(es) of Adjustable Rate Subordinate
Certificates outstanding on such Distribution Date, that Class(es) will be
entitled to receive the entire remaining Principal Distribution Amount for
Loan Group 2 and Loan Group 3 until the Certificate Principal Balance(s)
thereof is/are reduced to zero.

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

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

            Confirmation: The confirmation, reference number FXNEC8436, with a
trade date of June 22, 2006 evidencing a transaction between the Corridor
Contract Counterparty and CHL relating to the Corridor Contract and the
confirmation, reference number FXCWL0611, with a trade date of June 21, 2006
evidencing a transaction between the Swap Counterparty and CHL relating to the
Swap Contract, as applicable.

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

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



                                      24
<PAGE>

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

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

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

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

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

            Co-Trustee: The Bank of New York Trust Company, N.A., a national
banking association, not in its individual capacity, but solely in its
capacity as co-trustee for the benefit of the Certificateholders and the Class
1-AF Insurer under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party.

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

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

            Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.08 in
the name of the Trustee for the benefit of the Certificateholders and the
Class 1-AF Insurer and designated "The Bank of New York in trust for
registered Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-11".
Funds in the Credit Comeback Excess Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

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



                                      25
<PAGE>

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

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

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

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

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

            Deficiency Amount: With respect to:

            (A) each Distribution Date prior to the Final Scheduled
Distribution Date for any Class of Class 1-AF Certificates, means an amount
equal to the sum of (i) the excess, if any, of (a) the amount of Current
Interest on that Class net of any interest shortfalls resulting from
Prepayment Interest Shortfalls and any interest shortfalls resulting from the
application of the Relief Act, or similar state or local laws over (b) the
Class 1-AF Available Funds for that Class for that Distribution Date, and (ii)
for any Distribution Date, any Applied Realized Loss Amount allocated to that
Class on that Distribution Date, in each case taking into account all
distributions to be made on such Distribution Date;

            (B) the Final Scheduled Distribution Date for any Class of Class
1-AF Certificates, means an amount equal to the sum of (i) the excess, if any,
of (a) the amount of Current Interest on that Class net of any interest
shortfalls resulting from Prepayment Interest Shortfalls and any interest
shortfalls resulting from the application of the Relief Act, or similar state
or local laws over (b) the Class 1-AF Available Funds for that Class for that
Distribution Date and (ii) the Certificate Principal Balance of such Class on
such Distribution Date (after taking into account all distributions of Class
1-AF Available Funds for that Class to be made to that Class on such
Distribution Date); and

            (C) for any Class of Class 1-AF Certificates and any date on which
the acceleration of that Class has been directed or consented to by the Class
1-AF Insurer, means the excess of (i) the amount required to pay the
Certificate Principal Balance of that Class in full,



                                      26
<PAGE>

together with accrued and unpaid interest thereon through the date of payment
of that Class and (ii) the Class 1-AF Available Funds for that Class for that
Distribution Date.

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

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

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

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



                                      27
<PAGE>

            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.

            Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and the Class 1-AF Insurer
and designated "The Bank of New York, in trust for registered Holders of
CWABS, Inc., Asset-Backed Certificates, Series 2006-11". Funds in the
Distribution Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

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

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

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

            Due for Payment: With respect to an Insured Amount, the
Distribution Date on which Insured Amounts are due and payable pursuant to the
terms of this Agreement.

            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.



                                      28
<PAGE>

            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 Class 1-AF Policy, in the case of the
Class 1-AF Certificates) as evidenced by a letter from each Rating Agency to
the Trustee. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the
Trustee.

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

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

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

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

            Escrow Account: As defined in Section 3.06 hereof.

            Event of Default: As defined in Section 7.01 hereof.

            Excess 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.



                                      29
<PAGE>

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

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

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

            Extra Principal Distribution Amount: With respect to any
Distribution Date and (A) Loan Group 1, the lesser of (1) the Fixed Rate
Overcollateralization Deficiency Amount and (2) the sum of the Fixed Rate Loan
Group Excess Cashflow and Fixed Rate Loan Group Credit Comeback Excess
Cashflow available for payment thereof and (B) each of Loan Group 2 and Loan
Group 3, the lesser of (1) the Adjustable Rate Overcollateralization
Deficiency Amount and (2) the Adjustable Rate Loan Group Excess Cashflow and
Adjustable Rate Loan Group Credit Comeback Excess Cashflow available for
payment thereof, to be allocated between Loan Group 2 and Loan Group 3, pro
rata, based on the Principal Remittance Amount for each such Loan Group for
such Distribution Date.

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

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

            Final Scheduled Distribution Date: With respect to the Class 1-AF
Certificates and the Class 1-AF Policy, the Distribution Date occurring in
September 2046.

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

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

            Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed Rate
Cumulative Loss Trigger Event occurs if (x) the aggregate amount of Realized
Losses on the Mortgage Loans in Loan Group 1 from the Cut-off Date for each
such Mortgage Loan to (and including) the last day of the related Due Period
(reduced by the aggregate amount of any Subsequent Recoveries related to Loan
Group 1 received through the last day of that Due Period) exceeds (y) the
applicable percentage, for such Distribution Date, of the sum of the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan Group 1
and the Group 1 Pre-Funded Amount, as set forth below:



                                      30
<PAGE>

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

         July 2008 -- June 2009.............. 0.75% with respect to July
                                             2008, plus an additional
                                             1/12th of 0.95% for each
                                             month thereafter through June
                                             2009
         July 2009 -- June 2010.............. 1.70% with respect to July
                                             2009, plus an additional
                                             1/12th of 1.20% for each
                                             month thereafter through June
                                             2010
         July 2010 -- June 2011.............. 2.90% with respect to July
                                             2010, plus an additional
                                             1/12th of 0.95% for each
                                             month thereafter through June
                                             2011
         July 2011 -- June 2012.............. 3.85% with respect to July
                                             2011, plus an additional
                                             1/12th of 0.75% for each
                                             month thereafter through June
                                             2012
         July 2012 -- June 2013.............. 4.60% with respect to July
                                             2012, plus an additional
                                             1/12th of 0.20% for each
                                             month thereafter through June
                                             2013
         July 2013 and thereafter........... 4.80%

            Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed Rate
Delinquency Trigger Event exists if the Rolling Sixty-Day Delinquency Rate for
Outstanding Mortgage Loans in Loan Group 1 equals or exceeds the product of
(1) the Fixed Rate Senior Enhancement Percentage for such Distribution Date
and (2) 50.00.%.

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

            Fixed Rate Loan Group Credit Comeback Excess Cashflow: With
respect to any Distribution Date, any amounts in the Credit Comeback Excess
Account in respect of Loan Group 1 available for such Distribution Date.

            Fixed Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount remaining after the distribution
of interest to Certificateholders and the payment of the Class 1-AF Premium
and any Class 1-AF Reimbursement Amount to the Class 1-AF Insurer, in each
case for such Distribution Date pursuant to Section 4.04(a)(v), (ii) the
amount remaining after the distribution of principal to Certificateholders and
the payment of any unpaid Class 1-AF Premium and any unpaid Class 1-AF
Reimbursement Amount to the Class 1-AF Insurer, in each case for such
Distribution Date pursuant to Section 4.04(c)(1)(D) or



                                      31
<PAGE>

4.04(c)(2)(D), and (iii) the Fixed Rate Overcollateralization Reduction Amount
for such Distribution Date, if any.

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

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

            Fixed Rate Overcollateralization Deficiency Amount: With respect
to any Distribution Date, the amount, if any, by which the Fixed Rate
Overcollateralization Target Amount exceeds the Fixed Rate Overcollateralized
Amount on such Distribution Date (after giving effect to distribution of the
Principal Distribution Amount (other than the portion thereof consisting of
the Extra Principal Distribution Amount) for Loan Group 1 on such Distribution
Date).

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

            Fixed Rate Overcollateralization Target Amount: With respect to
any Distribution Date (a) prior to the Fixed Rate Stepdown Date, an amount
equal to 2.10% of the sum of the aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan Group 1 and the Group 1 Pre-Funded Amount
and (b) on or after the Fixed Rate Stepdown Date, the greater of (i) an amount
equal to 4.20% of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan Group 1 for the current Distribution Date and (ii) the Fixed Rate OC
Floor; provided, however, that if a Fixed Rate Trigger Event is in effect on
any Distribution Date, the Fixed Rate Overcollateralization Target Amount will
be the Fixed Rate Overcollateralization Target Amount as in effect for the
prior Distribution Date.

            Fixed Rate Overcollateralized Amount: With respect to any
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 1 for such
Distribution Date and any amount on deposit in the Pre-Funding Account in
respect of Loan Group 1 exceeds (y) the aggregate Certificate Principal
Balance of the Class 1-AF Certificates as of such Distribution Date (after
giving effect to distribution of the Principal Remittance Amount for Loan
Group 1 to be made on such Distribution Date and, in the case of the
Distribution Date immediately following the end of the Funding Period, any
amounts to be released from the Pre-Funding Account in respect of Loan Group
1).

            Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, the fraction
(expressed as a percentage) (1) the numerator of which is the excess of (a)
the aggregate Stated Principal Balance of the Mortgage



                                      32
<PAGE>

            Loans in Loan Group 1 for the preceding Distribution Date over (b)
the sum of the Certificate Principal Balances of the Class 1-AF Certificates
as of the related Master Servicer Advance Date, and (2) the denominator of
which is the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group 1 for the preceding Distribution Date.

            Fixed Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class 1-AF Certificates is reduced to zero, and (2) the later to occur of (x)
the Distribution Date in July 2009 and (y) the first Distribution Date on
which the aggregate Certificate Principal Balance of the Class 1-AF
Certificates (after calculating anticipated distributions on such Distribution
Date) is less than or equal to 95.80% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date.

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

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

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

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

            Funding Period: The period from the Closing Date to and including
the earlier to occur of (x) the date the amount in the Pre-Funding Account is
less than $175,000 and (y) August 14, 2006.

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

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

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



                                      33
<PAGE>

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

            Group 2 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the Adjustable Rate Overcollateralization Reduction
Amount for such Distribution Date multiplied by a fraction, the numerator of
which is the Principal Remittance Amount for Loan Group 2 for such
Distribution Date, and the denominator of which is the aggregate Principal
Remittance Amount for Loan Group 2 and Loan Group 3 for such Distribution
Date.

            Group 2 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage Loans
on the Closing Date, which shall equal $314.22.

            Group 3 Mortgage Loans: The group of Mortgage Loans identified in
the related Mortgage Loan Schedule as "Group 3 Mortgage Loans", including in
each case any Mortgage Loans delivered in replacement thereof.

            Group 3 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the Adjustable Rate Overcollateralization Reduction
Amount for such Distribution Date multiplied by a fraction, the numerator of
which is the Principal Remittance Amount for Loan Group 3 for such
Distribution Date, and the denominator of which is the aggregate Principal
Remittance Amount for Loan Group 2 and Loan Group 3 for such Distribution
Date.

            Group 3 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 3 Mortgage Loans
on the Closing Date, which shall equal $409.78.

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

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

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



                                      34
<PAGE>

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

            Initial Cut-off Date: In the case of any Initial Mortgage Loan,
the later of (x) June 1, 2006 and (y) the date of origination of such Mortgage
Loan.

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

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

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

            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 the Mortgage Insurance Policy
and each Pool 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 Class 1-AF Insurer under the Class 1-AF Policy) pursuant to
any Insurance Policy or any other insurance policy covering a Mortgage Loan,
to the extent such proceeds are payable to the mortgagee under the Mortgage,
the Master Servicer or the trustee under the deed of trust and are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account, in each case
other than any amount included in such Insurance Proceeds in respect of
Insured Expenses and received either prior to or in connection with such
Mortgage Loan becoming a Liquidated Mortgage Loan.

            Insured Amounts: With respect to any Class of Class 1-AF
Certificates and any Distribution Date, the Deficiency Amount for such Class
and Distribution Date.

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

            Insured Payments: With respect to any Distribution Date, the
aggregate amount actually paid by the Class 1-AF Insurer to the Trustee in
respect of (i) Insured Amounts for a Distribution Date and (ii) Preference
Amounts for any given Business Day.

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



                                      35
<PAGE>

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

            Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate Certificates, June 27, 2006. With respect to
any Accrual Period for the Adjustable Rate Certificates thereafter, the second
LIBOR Business Day preceding the commencement of such Accrual Period.

            Interest Funds: With respect to any Distribution Date and Loan
Group, the Interest Remittance Amount for such Loan Group and Distribution
Date, less the portion of the Trustee Fee for such Distribution Date allocable
to such Loan Group, plus, in the case of Loan Group 2 and Loan Group 3, the
Adjusted Replacement Upfront Amount, if any, allocable to that Loan Group,
less the Mortgage Insurance Premium for the Covered Mortgage Loans in that
Loan Group for such Distribution Date.

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

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

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

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

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

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



                                      36
<PAGE>

            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 Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3.

            Loan Group 1: The Group 1 Mortgage Loans.

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

            Loan Group 2: The Group 2 Mortgage Loans.

            Loan Group 3: The Group 3 Mortgage Loans.

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

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

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

            Master 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.



                                      37
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                      38
<PAGE>

            Mortgage Insurance Premium: The premium payable on the Mortgage
Insurance Policy on each Distribution Date and amounts due for premium taxes
with respect to West Virginia and Kentucky.

            Mortgage Insurance Premium Rate: With respect to a Covered
Mortgage Loan and any Distribution Date, the per annum rate equal to a
fraction (expressed as a percentage), the numerator of which is equal to the
portion of the Mortgage Insurance Premium payable with respect to such
Distribution Date attributable to such Covered Mortgage Loan multiplied by
twelve and the denominator of which is equal to the Stated Principal Balance
of such Covered Mortgage Loan.

            Mortgage Insurer: United Guaranty Mortgage Indemnity Company or
any replacement Mortgage Insurer, as applicable.

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

                  (i) the loan number;

                  (ii) the Loan Group;

                  (iii) the Appraised Value;

                  (iv) the Initial Mortgage Rate;

                  (v) the maturity date;

                  (vi) the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

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

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

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

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

                  (xii) a code indicating whether the residential dwelling is
            either (a) a detached single-family dwelling, (b) a two-family
            residential property, (c) a three-family residential property, (d)
            a four-family residential property, (e) planned unit



                                      39
<PAGE>

            development, (f) a low-rise condominium unit, (g) a high-rise
            condominium unit or (h) manufactured housing;

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

                  (xiv)   a code indicating if such Mortgage Loan is a Covered
                          Mortgage Loan and the rate for the Mortgage Insurance
                          Premium, if applicable;

                  (xv)    [Reserved];

                  (xvi)   the purpose of the Mortgage Loan;

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

                  (a)     the frequency of each Adjustment Date;

                  (b)     the next Adjustment Date;

                  (c)     the Maximum Mortgage Rate;

                  (d)     the Minimum Mortgage Rate;

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

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

                  (g)     the Gross Margin;

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

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

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


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



                                      40
<PAGE>

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

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

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

            Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from time to time; 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
        -----------------                                  ----------
        July 2006 -- June 2009...........................       0%
        July 2009 -- June 2011...........................      45%
        July 2011 -- June 2012...........................      80%
        July 2012 -- June 2013...........................     100%
        July 2013 and thereafter........................      300%

            NAS Principal Distribution Amount: For any Distribution Date, an
amount equal to the product of (i) the Class 1-AF-6 Portion for such
Distribution Date, (ii) any amounts distributed to the Class 1-AF Certificates
pursuant to Section 4.04(c), 4.04(e)(1) and 4.04(f)(5) 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: With respect to any Distribution Date, (i) with
respect to each Class of Class 1-AF Certificates, the Class 1-AF Net Rate Cap,
(ii) with respect to the Class 2-AV Certificates, the Class 2-AV Net Rate Cap,
(iii) with respect to each Class of Class 3-AV



                                      41
<PAGE>

Certificates, the Class 3-AV Net Rate Cap and (iv) with respect to each Class
of Adjustable Rate Subordinate Certificates, the Adjustable Rate Subordinate
Net Rate Cap.

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

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

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

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

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

            Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a 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,



                                      42
<PAGE>

signed by a Servicing Officer, as the case may be, and delivered to the
Depositor and the Trustee, as the case may be, as required by this Agreement,
or (iv) in the case of any other Person, signed by an authorized officer of
such Person.

            One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the rate for U.S. dollar
deposits for one month as quoted on the Bloomberg Terminal on such Interest
Determination Date; provided that the parties hereto acknowledge that
One-Month LIBOR calculated for the first Accrual Period for the Adjustable
Rate Certificates shall equal 5.35000% per annum. If such rate is not quoted
on the Bloomberg Terminal (or if such service is no longer offered, such other
service for displaying One-Month LIBOR or comparable rates as may be
reasonably selected by the Trustee), One-Month LIBOR for the applicable
Accrual Period for the Adjustable Rate Certificates will be the Reference Bank
Rate. If no such quotations can be obtained by the Trustee and no Reference
Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to
the preceding Accrual Period for the Adjustable Rate Certificates.

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

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

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

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

            OTS: The Office of Thrift Supervision.

            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



                                      43
<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.

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

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

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

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

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

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

            ------------------------------------------------------
                                     Pass-Through   Pass-Through
                     Class            Margin (1)     Margin (2)
            ------------------------------------------------------
            Class 1-AF-1...........     0.120%         0.120%
            ------------------------------------------------------
            Class 2-AV.............     0.150%         0.300%
            ------------------------------------------------------
            Class 3-AV-1...........     0.060%         0.120%
            ------------------------------------------------------
            Class 3-AV-2...........     0.160%         0.320%
            ------------------------------------------------------
            Class 3-AV-3...........     0.260%         0.520%
            ------------------------------------------------------
            Class MV-1.............     0.270%         0.405%
            ------------------------------------------------------
            Class MV-2.............     0.310%         0.465%
            ------------------------------------------------------
            Class MV-3.............     0.350%         0.525%
            ------------------------------------------------------
            Class MV-4.............     0.450%         0.675%
            ------------------------------------------------------
            Class MV-5.............     0.500%         0.750%
            ------------------------------------------------------
            Class MV-6.............     0.550%         0.825%
            ------------------------------------------------------
            Class MV-7.............     1.100%         1.650%
            ------------------------------------------------------
            Class MV-8.............     1.400%         2.100%
            ------------------------------------------------------
            Class BV...............     2.350%         3.525%
            ------------------------------------------------------

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



                                      44
<PAGE>

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

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

          ------------------------------------------------------------
                                      Pass-Through     Pass-Through
                    Class               Rate (1)         Rate (2)
          ------------------------------------------------------------
                   1-AF-2                6.017%           6.017%
          ------------------------------------------------------------
                   1-AF-3                6.050%           6.050%
          ------------------------------------------------------------
                   1-AF-4                6.300%           6.300%
          ------------------------------------------------------------
                   1-AF-5                6.400%           6.900%
          ------------------------------------------------------------
                   1-AF-6                6.150%           6.150%
          ------------------------------------------------------------

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

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

            Performance Certification: As defined in Section 11.05.

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

                  (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 Class 1-AF Policy, in
            the case of the Class 1-AF 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 Class 1-AF Policy, in the case of the Class 1-AF
            Certificates);



                                      45
<PAGE>

                  (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 Class
            1-AF Policy, in the case of the Class 1-AF 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 Class 1-AF Policy, in the case of the Class 1-AF
            Certificates);

                  (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 Class 1-AF Policy, in
            the case of the Class 1-AF 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 Class 1-AF Policy, in the case of
            the Class 1-AF 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



                                      46
<PAGE>

            assigned to the Certificates by any Rating Agency (without regard
            to the Class 1-AF Policy, in the case of the Class 1-AF
            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 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



                                      47
<PAGE>

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 Insurer: Radian Guaranty Inc., a Pennsylvania corporation,
and its successors in interest.

            Pool Insurance Policy: Each of (i) with respect to the Group 1
Mortgage Loans, Policy No. 06-33214, issued by the Pool Insurer, and all
endorsements thereto, and (ii) with respect to the Group 2 and Group 3
Mortgage Loans, Policy No. 06-213213, issued by the Pool Insurer, and all
endorsements thereto.

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

            Pre-Funded Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $724.00.

            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 Class 1-AF Insurer and
designated "The Bank of New York, in trust for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series 2006-11." Funds in the Pre-Funding
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement and shall not be a part of any REMIC
created hereunder, provided, however that any investment income earned from
Permitted Investments made with funds in the Pre-Funding Account will be for
the account of CHL.

            Preference Amount: Any payment of principal or interest on a Class
1-AF Certificate which has become Due for Payment and which was made to a
Holder by or on behalf of the Trust, which has been deemed a preferential
transfer and was previously recovered from the Holder pursuant to the United
States Bankruptcy Code in accordance with a final, non-appealable order of a
court of competent jurisdiction.

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

            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



                                      48
<PAGE>

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 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



                                      49
<PAGE>

liquidation) or in the case of a partial Principal Prepayment on the amount of
such prepayment (or Liquidation Proceeds) exceeds (ii) the amount of interest
paid or collected in connection with such Principal Prepayment or such
Liquidation Proceeds.

            Prepayment Period: As to any Distribution Date and related Due
Date, the period beginning with the opening of business on the sixteenth day
of the calendar month preceding the month in which such Distribution Date
occurs (or, with respect to the first Distribution Date, the period beginning
with the opening of business on June 2, 2006) and ending on the close of
business on the fifteenth day of the month in which such Distribution Date
occurs.

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

            Principal Distribution Amount: With respect to each Distribution
Date and a Loan Group, the sum of (i) the Principal Remittance Amount for such
Loan Group for such Distribution Date, in the case of Loan Group 2 and Loan
Group 3, less any portion of such amount used to cover any payment due to the
Swap Counterparty with respect to such Distribution Date pursuant to Section
4.09, (ii) the Extra Principal Distribution Amount for such Loan Group for
such Distribution Date, and (iii) with respect to the Distribution Date
immediately following the end of the Funding Period, the amount, if any,
remaining in the Pre-Funding Account at the end of the Funding Period (net of
any investment income therefrom) allocable to such Loan Group, minus (iv) (a)
the Fixed Rate Overcollateralization Reduction Amount for such Distribution
Date, in the case of Loan Group 1, (b) the Group 2 Overcollateralization
Reduction Amount for such Distribution Date, in the case of Loan Group 2 and
(c) the Group 3 Overcollateralization Reduction Amount for such Distribution
Date, in the case of Loan Group 3.

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

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



                                      50
<PAGE>

principal) and Subsequent Recoveries collected during the related Due Period;
less (b) all Advances relating to principal and certain expenses reimbursable
pursuant to Section 6.03 and reimbursed during the related Due Period, in each
case with respect to such Loan Group.

            Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-11". Funds in the Principal Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

            Private Certificates: The Class C and Class P Certificates.

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

            Prospectus Supplement: The prospectus supplement dated June 28,
2006, relating to the public offering of the certain Classes of Certificates
offered thereby.

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

            PUD: A Planned Unit Development.

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

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

            Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or more than the Stated Principal Balance of the
Mortgage Loan) as of the date of



                                      51
<PAGE>

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

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

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



                                      52
<PAGE>

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

            Relief Act: The Servicemembers Civil Relief Act.

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

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

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

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



                                      53
<PAGE>

clauses (i), (ii), (iv), (viii) and/or (ix) of this definition, then such
proposed Replacement Mortgage Loan must comply with clause (xi) and need not
comply with one or more of clauses (i), (ii), (iv), (viii) and/or (ix), to the
extent, and only to the extent, necessary to assure that the Replacement
Mortgage Loan otherwise complies with clause (xi).

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

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

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

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

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

            (e) any amendment to this Agreement;

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

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

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



                                      54
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

            Sarbanes-Oxley Certification: As defined in Section 11.05.

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



                                      55
<PAGE>

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

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

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

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

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

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

            Senior Certificates: The Class 1-AF, Class AV and Class A-R
Certificates.

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



                                      56
<PAGE>

that accompanies a Principal Prepayment in full made by the Mortgagor,
interest at the Servicing Fee Rate on the Stated Principal Balance of such
Mortgage Loan for the period covered by such payment of interest.

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

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

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

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



                                      57
<PAGE>

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

                                                   Stepdown Target
                                                    Subordination
                                                     Percentage
                                                 --------------------
                Class MV-4...................          17.10%
                Class MV-5...................          13.60%
                Class MV-6...................          11.00%
                Class MV-7...................           8.00%
                Class MV-8...................           5.40%
                Class BV.....................           4.00%

            Strip REMIC: As defined in the Preliminary Statement.

            Strip REMIC Cap: As defined in the Preliminary Statement.

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

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

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

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

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

            Subsequent Recoveries: As to any Distribution Date, with respect
to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior
calendar month, unexpected amounts



                                      58
<PAGE>

received by the Master Servicer (net of any related expenses permitted to be
reimbursed pursuant to Section 3.08 and 3.12) specifically related to such
Liquidated Mortgage Loan after the classification of such Mortgage Loan as a
Liquidated Mortgage Loan.

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

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

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

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

            Subservicer: As defined in Section 3.02(a).

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

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

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

            Swap Trust: The trust fund established by Section 4.09.

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

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

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

            Terminator: As defined in Section 9.01.

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



                                      60
<PAGE>

            Transaction Documents: This Agreement, the Corridor Contract, the
Swap Contract, the Swap Contract Administration Agreement, the Class 1-AF
Policy, the Mortgage Insurance Policy, each Pool Insurance Policy and any
other document or agreement entered into in connection with the Trust Fund,
the Certificates or the Mortgage Loans.

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

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

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

            Trust Fund: The corpus of the trust created hereunder consisting
of (i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the Cut-off Date to the extent not applied in computing
the Cut-off Date Principal Balance thereof, exclusive of interest not required
to be deposited in the Certificate Account pursuant to Section 3.05(b)(2);
(ii) the Certificate Account, the Distribution Account, the Principal Reserve
Fund, the Carryover Reserve Fund, the Credit Comeback Excess Account, the
Pre-Funding Account and all amounts deposited therein pursuant to the
applicable provisions of this Agreement; (iii) 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 Class
1-AF Certificateholders under the Class 1-AF Policy; and (vii) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.

            Trustee: The Bank of New York, a New York banking corporation, not
in its individual capacity, but solely in its capacity as trustee for the
benefit of the Certificateholders and the Class 1-AF Insurer 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.



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<PAGE>

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

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

            Underwriters: Countrywide Securities Corporation, Barclays Capital
Inc. and UBS Securities LLC.

            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 any Class of Class 1-AF Certificates,
without regard to any payment made by the Class 1-AF Insurer in respect of
that Class under the Class 1-AF Policy) minus (y) (1) any increase in the
Certificate Principal Balance of that Class due to the allocation of
Subsequent Recoveries to the Certificate Principal Balance of that Class
pursuant to Section 4.04(l) or (2) in the case of any Class of Class 1-AF
Certificates, the amount of any Subsequent Recovery paid to the Class 1-AF
Insurer in respect of that Class.

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

            Voting Rights: The voting rights of all the Certificates that are
allocated to any Certificates for purposes of the voting provisions hereunder.
Voting Rights allocated to each Class of Certificates shall be allocated 95%
to the Certificates other than the Class A-R, Class CF, Class CV, Class PF and
Class PV Certificates (with the allocation among the Certificates to be in
proportion to the Certificate Principal Balance of each Class relative to the
Certificate Principal Balance of all other such Classes), and 1% to each of
the Class A-R, Class CF, Class CV, Class PF and Class PV Certificates. Voting
Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests. Notwithstanding any of
the foregoing, on any date on which any Class 1-AF Certificates are
outstanding or any amounts are owed the Class 1-AF Insurer under this
Agreement, unless a Class 1-AF Insurer Default shall have occurred and be
continuing, the Class 1-AF Insurer will be entitled to exercise the Voting
Rights of the Class 1-AF Certificateholders, without the consent of the Class
1-AF Certificateholders, and the Class 1-AF Certificateholders may exercise
such rights only with the prior written consent of the Class 1-AF Insurer.

            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



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<PAGE>

Agreement (or the certificate, agreement or other document in which they are
used) as a whole and not to any particular provision of this Agreement (or
such certificate, agreement or document); (c) references to any Section,
Schedule or Exhibit are references to Sections, Schedules and Exhibits in or
to this Agreement, and references to any paragraph, subsection, clause or
other subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (d) the
term "including" means "including without limitation"; (e) references to any
law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation; (f) references to any agreement
refer to that agreement as amended from time to time; and (g) references to
any Person include that Person's permitted successors and assigns.

                                 ARTICLE II.
                        CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

            Section 2.01 Conveyance of Mortgage Loans.

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

            Immediately upon the conveyance of the Initial Mortgage Loans
referred to in the preceding paragraph, the Depositor (i) sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders and the Class 1-AF Insurer, without recourse, all right
title and interest in and to the Initial Mortgage Loans, (ii) causes the Class
1-AF Insurer to deliver the Class 1-AF Policy to the Trustee and (iii) causes
the Pool Insurer to deliver each Pool Insurance 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 applicable
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.

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



                                      63
<PAGE>

the Swap Contract Administrator, on the terms and conditions set forth in the
Swap Contract Assignment Agreement.

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

            Immediately upon the conveyance of the Subsequent Mortgage Loans
referred to in the preceding paragraph, the Depositor sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders and the Class 1-AF 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:

                  (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



                                      64
<PAGE>

      withdrawal of any ratings assigned to the Certificates by the Rating
      Agencies (without regard to the Class 1-AF Policy, in the case of the
      Class 1-AF 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 or the
      Class 1-AF Insurer;

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

                  (7) following the conveyance of the Subsequent Mortgage
      Loans on such Subsequent Transfer Date, the characteristics of each Loan
      Group will not vary by more than the amount specified below (other than
      (i) the percentage of Mortgage Loans in each Loan Group secured by
      Mortgaged Properties located in the State of California, which will not
      exceed 30% of Loan Group 1 and 50% of each of Loan Group 2 and Loan
      Group 3 and (ii) the percentage of Mortgage Loans in the Credit Grade
      Categories of "C" or below, which will not exceed 15% of the Mortgage
      Loans in each Loan Group) from the characteristics listed below;
      provided that for the purpose of making such calculations, the
      characteristics for any Initial Mortgage Loan made will be taken as of
      the Initial Cut-off Date and the characteristics for any Subsequent
      Mortgage Loans will be taken as of the Subsequent Cut-off Date:

      Loan Group 1
      Characteristic                               Value    Permitted Variance
      --------------                            ---------  ---------------------
      Weighted Average Mortgage Rate..........    7.694%          +/-0.10%
      Weighted Average Original
      Loan-to-Value Ratio.....................    77.02%          +/-3.00%
      Weighted Average Credit Bureau Risk
      Score...................................  614 points       +/-5 points
      Percentage Originated under CHL's Full
      Documentation Program...................    75.74%          +/-3.00%

      Loan Group 2
      Characteristic                               Value    Permitted Variance
      --------------                            ---------  ---------------------
      Weighted Average Mortgage Rate..........    8.359%          +/-0.10%



                                      65
<PAGE>

      Weighted Average Original
      Loan-to-Value Ratio.....................    77.82%          +/-3.00%
      Weighted Average Credit Bureau Risk
      Score...................................  603 points       +/-5 points
      Percentage Originated under CHL's Full
      Documentation Program...................    63.81%          +/-3.00%
      Weighted Average Gross Margin of
      Adjustable Rate Mortgage Loans..........    6.739%          +/-0.10%

      Loan Group 3
      Characteristic                               Value    Permitted Variance
      --------------                            ---------  ---------------------
      Weighted Average Mortgage Rate..........    8.459%          +/-0.10%
      Weighted Average Original
      Loan-to-Value Ratio.....................    79.69%          +/-3.00%
      Weighted Average Credit Bureau Risk
      Score...................................  620 points       +/-5 points
      Percentage Originated under CHL's Full
      Documentation Program...................    57.32%          +/-3.00%
      Weighted Average Gross Margin of
      Adjustable Rate Mortgage Loans..........    7.321%          +/-0.10%


                  (9) 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

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

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

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



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<PAGE>

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

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

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

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

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

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

                  (iii) in the case of each Mortgage Loan that is not a MERS
            Mortgage Loan, a duly executed assignment of the Mortgage to
            "Asset-Backed Certificates, Series 2006-11, CWABS, Inc., by The
            Bank of New York, a New York banking corporation, as trustee under
            the Pooling and Servicing Agreement dated as of June 1, 2006,
            without recourse" or a copy of such assignment, with recording
            information (each such assignment, when duly and validly
            completed, to be in



                                      67
<PAGE>

            recordable form and sufficient to effect the assignment of and
            transfer to the assignee thereof, under the Mortgage to which such
            assignment relates);

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

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

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

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

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



                                      68
<PAGE>

Mortgage and each interim assignment by reason of the fact that any such
documents have not been returned by the appropriate recording office, or, in
the case of each interim assignment, because the related Mortgage has not been
returned by the appropriate recording office, such Seller shall deliver or
cause to be delivered such documents to the Co-Trustee as promptly as possible
upon receipt thereof. If the public recording office in which a Mortgage or
interim assignment thereof is recorded retains the original of such Mortgage
or assignment, a copy of the original Mortgage or assignment so retained, with
evidence of recording thereon, certified to be true and complete by such
recording office, shall satisfy a Seller's obligations in Section 2.01. If any
document submitted for recording pursuant to this Agreement is (x) lost prior
to recording or rejected by the applicable recording office, the applicable
Seller shall immediately prepare or cause to be prepared a substitute and
submit it for recording, and shall deliver copies and originals thereof in
accordance with the foregoing or (y) lost after recording, the applicable
Seller shall deliver to the Co-Trustee a copy of such document certified by
the applicable public recording office to be a true and complete copy of the
original recorded document. Each Seller shall promptly forward or cause to be
forwarded to the Co-Trustee (x) from time to time additional original
documents evidencing an assumption or modification of a Mortgage Loan and (y)
any other documents required to be delivered by the Depositor or the Master
Servicer to the Co-Trustee within the time periods specified in this Section
2.01.

            With respect to each Mortgage Loan other than a MERS Mortgage Loan
as to which the related Mortgaged Property and Mortgage File are located in
any jurisdiction under the laws of which the recordation of the assignment
specified in clause (iii) above is not necessary to protect the Trustee's and
the Certificateholders' interest in the related Mortgage Loan, as evidenced by
an Opinion of Counsel delivered by CHL to the Trustee within 120 days of the
Closing Date (which opinion may be in the form of a "survey" opinion and is
not required to be delivered by counsel admitted to practice law in the
jurisdiction as to which such opinion applies), in lieu of recording the
assignment specified in clause (iii) above, the applicable Seller may deliver
an unrecorded assignment in blank, in form otherwise suitable for recording to
the Co-Trustee; provided that if the related Mortgage has not been returned
from the applicable public recording office, such assignment, or any copy
thereof, of the Mortgage may exclude the information to be provided by the
recording office. As to any Mortgage Loan other than a MERS Mortgage Loan, the
procedures of the preceding sentence shall be applicable only so long as the
related Mortgage File is maintained in the possession of the Co-Trustee in the
State or jurisdiction described in such sentence. In the event that with
respect to Mortgage Loans other than MERS Mortgage Loans (I) any Seller, the
Depositor, the Master Servicer or the NIM Insurer gives written notice to the
Trustee that recording is required to protect the right, title and interest of
the Trustee on behalf of the Certificateholders in and to any Mortgage Loan,
(II) a court recharacterizes any sale of the Mortgage Loans as a financing, or
(III) as a result of any change in or amendment to the laws of the State or
jurisdiction described in the first sentence of this paragraph or any
applicable political subdivision thereof, or any change in official position
regarding application or interpretation of such laws, including a holding by a
court of competent jurisdiction, such recording is so required, the Co-Trustee
shall complete the assignment in the manner specified in clause (iii) above
and CHL shall submit or cause to be submitted for recording as specified above
or, should CHL fail to perform such obligations, the Trustee shall cause the
Master Servicer, at the Master Servicer's expense, to cause each such
previously unrecorded assignment to be submitted for recording as specified
above. In the event a Mortgage File is released to the Master Servicer as a
result of the Master Servicer's having



                                      69
<PAGE>

completed a Request for Document Release, the Trustee shall complete the
assignment of the related Mortgage in the manner specified in clause (iii)
above.

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

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

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

            Each Seller has entered into this Agreement in consideration for
the purchase of the Mortgage Loans sold by such Seller to the Depositor and
has agreed to take the actions specified herein. The Depositor, concurrently
with the execution and delivery of this Agreement, hereby sells, transfers,
assigns and otherwise conveys to the Trustee for the use and benefit of the
Certificateholders and the Class 1-AF Insurer, without recourse, all right
title and interest in the



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<PAGE>

portion of the Trust Fund not otherwise conveyed to the Trust Fund pursuant to
Sections 2.01(a) or (b).

            Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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

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



                                      71
<PAGE>

            Not later than 180 days after the Closing Date, the Trustee shall
deliver to the Depositor, the Master Servicer and CHL (on behalf of each
Seller), the Class 1-AF 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 Co-Trustee, at the direction of the Trustee, shall
review each Mortgage File with respect to the Initial Mortgage Loans to
determine that such Mortgage File contains the following documents:

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

                  (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.



                                      72
<PAGE>

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

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

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

            It is understood and agreed that the obligation of CHL to
substitute for or to purchase, pursuant to Section 2.02(a), any Initial
Mortgage Loan whose Mortgage File contains any document or documents that does
not meet the requirements of clauses (i)-(iv) and (vi)



                                      73
<PAGE>

above and which defect is not corrected or cured by CHL within 90 days from
the date it was notified of such defect, shall constitute the sole remedy
respecting such defect available to the Trustee, the Co-Trustee, the Depositor
and any Certificateholder against any Seller.

            (b) The Trustee agrees to execute and deliver on the Subsequent
Transfer Date to the Depositor, the Master Servicer, CHL (on behalf of each
Seller) and, with respect to the Group 1 Mortgage Loans only, an Initial
Certification substantially in the form annexed hereto as Exhibit G-4 to the
effect that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Subsequent Mortgage Loan paid in full or any
Subsequent Mortgage Loan specifically identified in such certification as not
covered by such certification), the documents described in Section 2.01(g)(i)
and, in the case of each Subsequent Mortgage Loan that is not a MERS Mortgage
Loan, the documents described in Section 2.01(g)(iii), with respect to such
Subsequent Mortgage Loan are in its possession, and based on its review and
examination and only as to the foregoing documents, such documents appear
regular on their face and relate to such Subsequent Mortgage Loan.

            The Trustee agrees to execute and deliver within 30 days after the
Subsequent Transfer Date to the Depositor, the Master Servicer, CHL (on behalf
of each Seller) and, with respect to the Group 1 Mortgage Loans only, an
Interim Certification substantially in the form annexed hereto as Exhibit G-2
to the effect that, as to each Subsequent Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Subsequent Mortgage Loan paid in full or any
Subsequent Mortgage Loan specifically identified in such certification as not
covered by such certification), all documents required to be delivered to it
pursuant to this Agreement with respect to such Subsequent Mortgage Loan are
in its possession (except those described in Section 2.01(g)(vi)) and based on
its review and examination and only as to the foregoing documents, (i) such
documents appear regular on their face and relate to such Subsequent Mortgage
Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
(viii), (ix) and (xvii) of the definition of the "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. On or before
the thirtieth (30th) day after the Subsequent Transfer Date (or if such
thirtieth day is not a Business Day, the succeeding Business Day), the Trustee
shall deliver to the Depositor, the Master Servicer, CHL (on behalf of each
Seller) and, with respect to the Group 1 Mortgage Loans only, 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 Class 1-AF 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.



                                      74
<PAGE>

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

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

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

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



                                      75
<PAGE>

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

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

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



                                      76
<PAGE>

            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, the Class 1-AF Insurer and the Trustee as follows, as of the date
hereof with respect to the Initial Mortgage Loans, and the related Subsequent
Transfer Date with respect to the Subsequent Mortgage Loans:

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

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

                  (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



                                      77
<PAGE>

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

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

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

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

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

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

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

                  (1) CHL is duly organized as a New York corporation and is
      validly existing and in good standing under the laws of the State of New
      York and is duly authorized and qualified to transact any and all
      business contemplated by this Agreement and each Subsequent Transfer
      Agreement to be conducted by CHL in any state in which a Mortgaged
      Property is located or is otherwise not required under applicable law to
      effect such qualification and, in any event, is in compliance with the
      doing business laws



                                      78
<PAGE>

      of any such state, to the extent necessary to ensure its ability to
      enforce each Mortgage Loan, to sell the CHL Mortgage Loans in accordance
      with the terms of this Agreement and each Subsequent Transfer Agreement
      and to perform any of its other obligations under this Agreement and
      each Subsequent Transfer Agreement in accordance with the terms hereof
      and thereof.

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

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

                  (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



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<PAGE>

      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
      in payment of principal and interest.

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

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

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

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

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

                  (15) There are no mechanics' liens or claims for work, labor
      or material affecting any Mortgaged Property that are or may be a lien
      prior to, or equal with, the lien



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<PAGE>

      of such Mortgage, except those that are insured against by the title
      insurance policy referred to in item (18) below.

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

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

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

                  (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



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<PAGE>

      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.

                  (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



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<PAGE>

      lending institutions which service mortgage loans of the same type in
      the jurisdiction in which the Mortgaged Property is located.

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

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

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

                  (32) No less than approximately the percentage specified in
      the Collateral Schedule of the Initial Mortgage Loans in Loan Group 1,
      Loan Group 2 and Loan Group 3 are secured by single family detached
      dwellings. No more than approximately the percentage specified in the
      Collateral Schedule of the Initial Mortgage Loans in Loan Group 1, Loan
      Group 2 and Loan Group 3 are secured by two- to four-family dwellings.
      No more than approximately the percentage specified in the Collateral
      Schedule of the Initial Mortgage Loans in Loan Group 1, Loan Group 2 and
      Loan Group 3 are secured by low-rise condominium units. No more than
      approximately the percentage specified in the Collateral Schedule of the
      Initial Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3
      are secured by high-rise condominium units. No more than approximately
      the percentage specified in the Collateral Schedule of the Initial
      Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3 are
      secured by manufactured housing. No more than approximately the
      percentage specified in the Collateral Schedule of the Initial Mortgage
      Loans in Loan Group 1, Loan Group 2 and Loan Group 3 are secured by
      PUDs.

                  (33) Each Initial Mortgage Loan in Loan Group 1, Loan Group
      2 and Loan Group 3 was originated on or after the date specified in the
      Collateral Schedule.

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

                  (35) Approximately the percentage specified in the
      Collateral Schedule of the Initial Mortgage Loans in Loan Group 1, Loan
      Group 2 and Loan Group 3 provide for a Prepayment Charge.

                  (36) On the basis of representations made by the Mortgagors
      in their loan applications, no more than approximately the percentage
      specified in the Collateral Schedule of the Initial Mortgage Loans in
      Loan Group 1, Loan Group 2 and Loan Group



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<PAGE>

      3, respectively, are secured by investor properties, and no less than
      approximately the percentage specified in the Collateral Schedule of the
      Initial Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3
      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.

                  (41) Each Mortgaged Property is improved by a one- to
      four-family residential dwelling, including condominium units and
      dwelling units in PUDs. To the



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<PAGE>

      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.

                  (48) The Mortgage Rates borne by the Initial Mortgage Loans
      in Loan Group 1, Loan Group 2 and Loan Group 3 as of the Cut-off Date
      ranged between the approximate per annum percentages specified on the
      Collateral Schedule and the



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<PAGE>

      weighted average Mortgage Rate as of the Cut-off Date was approximately
      the per annum rate specified on the Collateral Schedule.

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

                  (50) The Gross Margins on the Initial Mortgage Loans in Loan
      Group 1, Loan Group 2 and Loan Group 3 range between the approximate
      percentages specified on the Collateral Schedule, and the weighted
      average Gross Margin was approximately the percentage specified in the
      Collateral Schedule.

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

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

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

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

                  (55) Each Mortgage Loan represents a "qualified mortgage"
      within the meaning of Section 860(a)(3) of the Code (but without regard
      to the rule in Treasury Regulation 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



                                      86
<PAGE>

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

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

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

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

                  (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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                  (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 which is now Version
      5.6(c), Appendix E) and no Mortgage Loan originated on or after October
      1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
      Act.|

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



                                      88
<PAGE>



      adjusted  issue  price  of the  contract  at  either  (i) the  time  the
      contract was originated  (determined  pursuant to the REMIC  Provisions)
      or (ii) the time the contract is transferred to the purchaser.

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

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

                  (77) Representations and Warranties relating to the Mortgage
      Loans in Loan Group 2:

                  (i) Each Mortgage Loan in Loan Group 2 is in compliance with
            the anti-predatory lending eligibility for purchase requirements
            of Fannie Mae's Selling Guide;

                  (ii) No Mortgage Loan in Loan Group 2 is subject to the
            requirements of the Home Ownership and Equity Protection Act of
            1994 ("HOEPA");

                  (iii) Each Mortgage Loan in Loan Group 2 at the time it was
            made complied in all material respects with applicable local,
            state, and federal laws, including, but not limited to, all
            applicable predatory and abusive lending laws;

                  (iv) No Mortgage Loan in Loan Group 2 is a "High-Cost Home
            Loan" as defined in the Georgia Fair Lending Act, as amended (the
            "Georgia Act"). No Mortgage Loan in Loan Group 2 subject to the
            Georgia Act and secured by owner occupied real property or an
            owner occupied manufactured home located in the State of Georgia
            was originated (or modified) on or after October 1, 2002 through
            and including March 6, 2003;

                  (v) No Mortgage Loan in Loan Group 2 is a "High-Cost Home
            Loan" as defined in New York Banking Law 6-1;

                  (vi) No Mortgage Loan in Loan Group 2 is a "High-Cost Home
            Loan" as defined in the Arkansas Home Loan Protection Act
            effective July 16, 2003 (Act 1340 of 2003);

                  (vii) No Mortgage Loan in Loan Group 2 is a "High-Cost Home
            Loan" as defined in the Kentucky high-cost home loan statute
            effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);



                                      89
<PAGE>

                  (viii) No Mortgage Loan in Loan Group 2 is a "High-Cost Home
            Loan" as defined in the New Jersey Home Ownership Act effective
            November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);

                  (ix) No Mortgage Loan in Loan Group 2 is a "High-Cost Home
            Loan" as defined in the New Mexico Home Loan Protection Act
            effective January 1, 2004 (N.M. Stat. Ann. ss.ss. 58-21A-1 et
            seq.);

                  (x) No Mortgage Loan in Loan Group 2 is a "High-Risk Home
            Loan" as defined in the Illinois High-Risk Home Loan Act effective
            January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);

                  (xi) No Mortgage Loan in Loan Group 2 is a "High-Cost Home
            Mortgage Loan" as defined in the Massachusetts Predatory Home Loan
            Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch.
            183C);

                  (xii) No Mortgage Loan in Loan Group 2 is a "High Cost Home
            Loan" as defined in the Indiana Home Loan Practices Act, effective
            January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9);

                  (xiii) No Mortgage Loan in Loan Group 2 is a balloon
            mortgage loan that has an original stated maturity of less than
            seven (7) years;

                  (xiv) No borrower related to a Mortgage Loan in Loan Group 2
            was encouraged or required to select a Mortgage Loan product
            offered by the Mortgage Loan's originator which is a higher cost
            product designed for less creditworthy borrowers, unless at the
            time of such Mortgage Loan's origination, such borrower did not
            qualify taking into account credit history and debt-to-income
            ratios for a lower-cost credit product then offered by such
            Mortgage Loan's originator or any affiliate of the Mortgage Loan's
            originator. If, at the time of loan application, the borrower may
            have qualified for a lower-cost credit product then offered by any
            mortgage lending affiliate of the Mortgage Loan's originator, the
            Mortgage Loan's originator referred the borrower's application to
            such affiliate for underwriting consideration;

                  (xv) The methodology used in underwriting the extension of
            credit for each Mortgage Loan in Loan Group 2 employs objective
            mathematical principles which relate the borrower's income, assets
            and liabilities to the proposed payment and such underwriting
            methodology does not rely on the extent of the borrower's equity
            in the collateral as the principal determining factor in approving
            such credit extension. Such underwriting methodology confirmed
            that at the time of origination (application/approval) the
            borrower had a reasonable ability to make timely payments on such
            Mortgage Loan;

                  (xvi) With respect to any Mortgage Loan in Loan Group 2 that
            contains a provision permitting imposition of a premium upon a
            prepayment prior to maturity: (i) prior to the loan's origination,
            the borrower agreed to such premium in exchange for a monetary
            benefit, including but not limited to a rate or fee



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<PAGE>

            reduction, (ii) prior to the loan's origination, the borrower was
            offered the option of obtaining a mortgage loan that did not
            require payment of such a premium, (iii) the prepayment premium is
            disclosed to the borrower in the loan documents pursuant to
            applicable state and federal law, (iv) for loans originated on or
            after September 1, 2004, the duration of the prepayment period
            shall not exceed three (3) years from the date of the note, unless
            the loan was modified to reduce the prepayment period to no more
            than three years from the date of the note and the borrower was
            notified in writing of such reduction in prepayment period, and
            (v) notwithstanding any state or federal law to the contrary, the
            Master Servicer shall not impose such prepayment premium in any
            instance when the mortgage debt is accelerated as the result of
            the borrower's default in making the loan payments;

                  (xvii) No borrower related to a Mortgage Loan in Loan Group
            2 was required to purchase any credit, life, disability, accident
            or health insurance product as a condition of obtaining the
            extension of credit. No borrower related to a Mortgage Loan in
            Loan Group 2 obtained a prepaid single-premium credit, life,
            disability, accident or health insurance policy in connection with
            the origination of the Mortgage Loan in Loan Group 2; No proceeds
            from any Mortgage Loan in Loan Group 2 were used to purchase
            single premium credit insurance policies as part of the
            origination of, or as a condition to closing, such Mortgage Loan;

                  (xviii) All points and fees related to each Mortgage Loan in
            Loan Group 2 were disclosed in writing to the borrower in
            accordance with applicable state and federal law and regulation.
            Except in the case of a Mortgage Loan in Loan Group 2 in an
            original principal amount of less than $60,000 which would have
            resulted in an unprofitable origination, no borrower was charged
            "points and fees" (whether or not financed) in an amount greater
            than 5% of the principal amount of such loan, such 5% limitation
            is calculated in accordance with Fannie Mae's anti-predatory
            lending requirements as set forth in the Fannie Mae Selling Guide;

                  (xix) All fees and charges (including finance charges) and
            whether or not financed, assessed, collected or to be collected in
            connection with the origination and servicing of each Mortgage
            Loan in Loan Group 2 has been disclosed in writing to the borrower
            in accordance with applicable state and federal law and
            regulation; and

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

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



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<PAGE>

            (c) Park Monaco hereby represents and warrants to the Depositor,
the Class 1-AF Insurer and the Trustee as follows, as of the Cut-off Date:

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

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

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



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<PAGE>

      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,
the Class 1-AF Insurer and the Trustee as follows, as of the Cut-off Date:

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

                  (2)   Park Sienna has the full company  power and  authority
      to sell each Park Sienna  Mortgage  Loan,  and to  execute,  deliver and
      perform, and to enter into and consummate the transactions  contemplated
      by this Agreement and each  Subsequent  Transfer  Agreement and has duly
      authorized by all necessary company action on the part



                                      93
<PAGE>

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

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

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

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

                  (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.



                                      94
<PAGE>

                  (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 Class 1-AF Insurer in any Mortgage Loan, the party discovering such breach
shall give prompt notice thereof to the other parties, the NIM Insurer, the
Class 1-AF Insurer and the Swap Counterparty. Each of the Master Servicer and
the Sellers (each, a "Representing Party") hereby covenants with respect to
the representations and warranties set forth in Sections 2.03(a) through (d)
that within 90 days of the earlier of the discovery by such Representing Party
or receipt of written notice by such Representing Party from any party of a
breach of any representation or warranty set forth herein made that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan or the Class 1-AF 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 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 Class 1-AF Insurer, the Master Servicer, the Sellers or the
Trustee that the substance of such representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of the related
Mortgage Loan, notwithstanding the Representing Party's lack of knowledge with
respect to the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or warranty. Any
breach of a representation set forth in Section 2.03(a)(8), (b)(72), (b)(75),
(b)(76) or (b)(77) shall be deemed to materially and adversely affect the
Certificateholders.

            With respect to any Replacement Mortgage Loan or Loans, the
applicable Seller delivering such Replacement Mortgage Loan shall deliver to
the Trustee for the benefit of the Certificateholders and the Class 1-AF
Insurer the related Mortgage Note, Mortgage and



                                      95
<PAGE>

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

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

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



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<PAGE>

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

            (f) The representations and warranties set forth in this Section
2.03 shall survive delivery of the respective Mortgage Files to the Co-Trustee
for the benefit of the Certificateholders and the Class 1-AF Insurer with
respect to each Mortgage Loan.

            Section 2.04 Representations and Warranties of the Depositor.

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

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

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

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



                                      97
<PAGE>

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

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

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

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

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

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

            (a) Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which default is
not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or
2.04 shall be made unless the Representing Party making such repurchase or
substitution delivers to the Trustee an Opinion of Counsel (which such
Representing Party shall use reasonable efforts to obtain), addressed to the
Trustee to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on



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

            (b) Upon discovery by the Depositor, any Seller, the Master
Servicer or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the
party discovering such fact shall promptly (and in any event within five
Business Days of discovery) give written notice thereof to the other parties,
the Class 1-AF Insurer and the NIM Insurer. In connection therewith, the
Trustee shall require CHL, at CHL's option, to either (i) substitute, if the
conditions in Section 2.03(e) with respect to substitutions are satisfied, a
Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase
the affected Mortgage Loan within 90 days of such discovery in the same manner
as it would a Mortgage Loan for a breach of representation or warranty
contained in Section 2.03. The Trustee shall reconvey to CHL the Mortgage Loan
to be released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty contained in Section 2.03.

            Section 2.06 Authentication and Delivery of Certificates.

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

            Section 2.07 Covenants of the Master Servicer.

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

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

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



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                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 3.01 Master Servicer to Service Mortgage Loans.

      t 12 For and on behalf of the Certificateholders and the Class 1-AF
Insurer, the Master Servicer shall service and administer the Mortgage Loans
in accordance with customary and usual standards of practice of prudent
mortgage loan lenders in the respective states in which the Mortgaged
Properties are located, including taking all required and appropriate actions
under each Required Insurance Policy and taking all required and appropriate
actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other
than the payment of the Mortgage Insurance Premium and obtaining the approval
of the Mortgage Insurer with respect to the appointment of a successor
servicer. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Master Servicer shall
take no action that is inconsistent with or prejudices the interests of the
Trustee or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor and the Trustee under this Agreement. The Master
Servicer shall represent and protect the interest of the Trustee in the same
manner as it currently protects its own interest in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to
qualify as a REMIC, (ii) result in the imposition of any tax under section
860(a) or 860(d) of the Code, (iii) cause any Covered Mortgage Loan to not be
covered by the Mortgage Insurance Policy or (iv) cause any Mortgage Loan to
not be covered by the applicable Pool Insurance Policy, but in any case the
Master Servicer shall not act in any manner that is a lesser standard than
that provided in the first sentence of this Section 3.01. Without limiting the
generality of the foregoing, the Master Servicer, in its own name or in the
name of the Depositor and the Trustee, is hereby authorized and empowered by
the Depositor and the Trustee, when the Master Servicer believes it
appropriate in its reasonable judgment, to execute and deliver, on behalf of
the Trustee, the Depositor, the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans, and with respect to the Mortgaged Properties held for the benefit of
the Certificateholders. The Master Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by any or all of them as are necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents and
deliver them to the Master Servicer. The Master Servicer further is authorized
and empowered by the Trustee, on behalf of the Certificateholders and the
Trustee, in its own name or in the name of the Subservicer, when the Master
Servicer or the Subservicer, as the case may be, believes it appropriate in
its best judgment to register any Mortgage Loan on the



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MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee
and the Certificateholders or any of them, any and all instruments of
assignment and other comparable instruments with respect to such assignment or
re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns.

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

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

            In addition, the Master Servicer shall administer the Mortgage
Insurance Policy and each Pool Insurance Policy on behalf of itself, the
Sellers, the Depositor, the Class 1-AF Insurer and the Trustee for the benefit
of the Certificateholders and the Class 1-AF Insurer, when it is necessary to
make claims and receive payments under the Mortgage Insurance Policy and each
Pool Insurance Policy. In connection with its activities as Master Servicer of
the Mortgage Loans, the Master Servicer agrees to present, on behalf of
itself, the Trustee and the Certificateholders, claims to the insurer under
any primary insurance policies and, in this regard, to take any reasonable
action necessary to permit recovery under any primary insurance policies
respecting defaulted Mortgage Loans. Any amounts collected by the Master
Servicer under any primary insurance policies shall be deposited in the
Certificate Account.

            The Master Servicer shall take whatever action is appropriate to
maximize the amounts payable under the Mortgage Insurance Policy and to
service the Covered Mortgage Loans in the manner required by the Mortgage
Insurance Policy and shall take whatever action is appropriate to maximize the
amounts payable under each Pool Insurance Policy and to service the Mortgage
Loans in the manner required by the applicable Pool Insurance Policy. The
Master Servicer shall use commercially reasonable efforts to maintain each
Pool Insurance Policy. The Master Servicer shall prepare and submit all claims
eligible for submission under the Mortgage Insurance Policy and each Pool
Insurance Policy and shall, except as otherwise specified in this Agreement,
perform all of the obligations of the insured under the Mortgage Insurance
Policy and each Pool Insurance Policy. If the Mortgage Insurance Policy is
terminated for any reason other than the exhaustion of its coverage, or if the
financial strength rating of the Mortgage Insurer is reduced to below
investment grade, the Master Servicer will use its best efforts to obtain a
comparable policy from an insurer that is acceptable to the Rating Agencies.
The replacement policy shall provide coverage equal to the then remaining
coverage of the applicable Mortgage Insurance Policy, if available. However,
if the premium cost of a replacement policy exceeds the premium cost of the
Mortgage Insurance Policy, the coverage amount of the



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replacement policy will be reduced so that its premium cost will not exceed
the premium cost of the Mortgage Insurance Policy.

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

            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 Class 1-AF Policy in the case of the Class 1-AF 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



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subservicing agreement shall be performed as an agent of the Master Servicer
with the same force and effect as if performed directly by the Master
Servicer.

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

            Section 3.03 Rights of the Depositor, the Sellers, the
                         Certificateholders, the NIM Insurer, the Class 1-AF
                         Insurer and the Trustee in Respect of the Master
                         Servicer.

            None of the Trustee, the Sellers, the Certificateholders, the NIM
Insurer, the Class 1-AF Insurer or the Depositor shall have any responsibility
or liability for any action or failure to act by the Master Servicer, and none
of them is obligated to supervise the performance of the Master Servicer
hereunder or otherwise. The Master Servicer shall afford (and any Subservicing
Agreement shall provide that each Subservicer shall afford) the Depositor, the
NIM Insurer, the Class 1-AF Insurer and the Trustee, upon reasonable notice,
during normal business hours, access to all records maintained by the Master
Servicer (and any such Subservicer) in respect of the Master Servicer's rights
and obligations hereunder and access to officers of the Master Servicer (and
those of any such Subservicer) responsible for such obligations. Upon request,
the Master Servicer shall furnish to the Depositor, the NIM Insurer, the Class
1-AF 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 Class 1-AF Insurer, the NIM Insurer and the Trustee
shall not disseminate any information obtained pursuant to the preceding two
sentences without the Masters Servicer's (or any such Subservicer's) written
consent, except as required pursuant to this Agreement or to the extent that
it is necessary to do so (i) in working with legal counsel, auditors, taxing
authorities or other governmental agencies, rating agencies or reinsurers or
(ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
or decree of any court or governmental authority having jurisdiction over the
Depositor, the Trustee, the Class 1-AF Insurer, the NIM Insurer or the Trust
Fund, and in either case, the Depositor, the Class 1-AF Insurer, the NIM
Insurer or the Trustee, as the case may be, shall use its reasonable best
efforts to assure the confidentiality of any such disseminated non-public
information. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer under this Agreement and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer under this Agreement or exercise the rights
of the Master Servicer under this Agreement; provided by virtue of such
performance by the Depositor of its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.

            Section 3.04 Trustee to Act as Master Servicer.

            In the event that the Master Servicer shall for any reason no
longer be the Master Servicer hereunder (including by reason of an Event of
Default or termination by the Depositor),



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

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

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

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



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Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law.

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

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

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

                  (3) all Insurance Proceeds;

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

                  (5) all Compensating Interest;

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

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

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

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

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

                  (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



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the Certificate Account, to withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. Such withdrawal or
direction may be accomplished by delivering written notice thereof to the
institution maintaining the Certificate Account, that describes the amounts
deposited in error in the Certificate Account. The Master Servicer shall
maintain adequate records with respect to all withdrawals made pursuant to
this Section. All funds deposited in the Certificate Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.08.

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

            (c) The Trustee shall establish and maintain, on behalf of the
Certificateholders and the Class 1-AF 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(e) in connection with any losses on
      Permitted Investments.

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

            (d) If the Pre-Funded Amount is greater than zero, the Trustee
shall establish and maintain, on behalf of the Certificateholders and the
Class 1-AF Insurer, the Pre-Funding Account, and on the Closing Date, CHL
shall remit the Pre-Funded Amount to the Trustee for deposit in the
Pre-Funding Account.

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

            (e) Each institution that maintains the Certificate Account, the
Distribution Account or the Pre-Funding Account shall invest the funds in each
such account, as directed by



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

            (f) The Master Servicer shall give at least 30 days' advance
notice to the Trustee, each Seller, the Class 1-AF Insurer, 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, the Class 1-AF Insurer,
each Rating Agency and the Depositor of any proposed change of the location of
the Distribution Account, the Pre-Funding Account or the Carryover Reserve
Fund prior to any change thereof.

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

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

            To the extent required by the related Mortgage Note, the Master
Servicer shall establish and maintain one or more accounts (each, an "Escrow
Account") and deposit and retain therein all collections from the Mortgagors
(or advances by the Master Servicer) for the payment



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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 Trustee and the Class 1-AF Insurer reasonable access to all records and
documentation regarding the Mortgage Loans and all accounts, insurance
policies and other matters relating to this Agreement, such access being
afforded without charge, but only upon reasonable request and during normal
business hours at the offices of the Master Servicer designated by it. Upon
request, the Master Servicer shall furnish to the Trustee and the NIM Insurer
its most recent publicly available financial statements and any other
information relating to its capacity to perform its obligations under this
Agreement reasonably requested by the NIM Insurer.

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

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

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

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



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            made, and, as additional servicing compensation to the Master
            Servicer, those other amounts set forth in Section 3.15;

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

                  (iii) [Reserved];

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

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

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

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

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



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

            The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On
the Closing Date, CHL shall deposit into the Principal Reserve Fund $300.00.
Funds on deposit in the Principal Reserve Fund shall not be invested. The
Principal Reserve Fund shall be treated as an "outside reserve fund" under
applicable Treasury regulations and shall not be part of any REMIC created
under this Agreement.

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

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

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

            (b) The Trustee shall withdraw funds from the Distribution Account
for distribution to the Certificateholders and the Class 1-AF Insurer and
remittance to the Swap Account in the manner specified in this Agreement (and
to withhold from the amounts so withdrawn, the amount of any taxes that it is
authorized to retain pursuant to the third paragraph of Section 8.11). In
addition, the Trustee may from time to time make withdrawals from the
Distribution Account for the following purposes:

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



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

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

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

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

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

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

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

            United Guaranty Mortgage Indemnity Company, Account
#20-356-50-94-058-3, Wachovia Bank, 330 North Greene Street, Greensboro, North
Carolina 27401, ABA #053000219, Txt: Attention: Lynn Ellis, CWABS 2006-11
Pool.

            (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].



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            Section 3.10 Maintenance of Hazard Insurance.

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

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

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



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<PAGE>

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

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



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

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



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the Master Servicer shall follow such practices and procedures as it shall
deem necessary or advisable and as shall be normal and usual in its general
mortgage servicing activities and the requirements of the insurer under any
Required Insurance Policy; provided that the Master Servicer shall not be
required to expend its own funds in connection with any foreclosure or towards
the restoration of any property unless it shall determine (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of
the Mortgage Loan after reimbursement to itself of such expenses and (ii) that
such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Certificate Account pursuant to Section 3.08 hereof). The Master Servicer
shall be responsible for all other costs and expenses incurred by it in any
such proceedings; provided that it shall be entitled to reimbursement thereof
from the proceeds of liquidation of the related Mortgaged Property and any
related Subsequent Recoveries, as contemplated in Section 3.08 hereof. If the
Master Servicer has knowledge that a Mortgaged Property that the Master
Servicer is contemplating acquiring in foreclosure or by deed-in-lieu of
foreclosure is located within a one-mile radius of any site with environmental
or hazardous waste risks known to the Master Servicer, the Master Servicer
will, prior to acquiring the Mortgaged Property, consider such risks and only
take action in accordance with its established environmental review
procedures.

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

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



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

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

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

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



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            (c) [Reserved].

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

            Section 3.13 Co-Trustee to Cooperate; Release of Mortgage Files.

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



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Release, as applicable, release the documents specified in such request or the
Mortgage File, as the case may be, to the Master Servicer. Subject to the
further limitations set forth below, the Master Servicer shall cause the
Mortgage File or documents so released to be returned to the Co-Trustee when
the need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan is liquidated and the proceeds thereof are deposited in the Certificate
Account, in which case the Master Servicer shall deliver to the Co-Trustee a
Request for File Release for any remaining documents in the Mortgage File not
in the possession of the Master Servicer.

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

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

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



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attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of set off against any Mortgage File or any funds collected on,
or in connection with, a Mortgage Loan, except, however, that the Master
Servicer shall be entitled to set off against and deduct from any such funds
any amounts that are properly due and payable to the Master Servicer under
this Agreement.

            Section 3.15 Servicing Compensation.

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

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

            Section 3.16 Access to Certain Documentation.

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

            Section 3.17 Annual Statement as to Compliance.

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



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obligation in any material respect, specifying each such failure known to such
officer and the nature and status thereof and (iii) to the best of such
officer's knowledge, each Subservicer has fulfilled all its obligations under
its Subservicing Agreement in all material respects throughout such year, or,
if there has been a failure to fulfill any such obligation in any material
respect specifying each such failure known to such officer and the nature and
status thereof.

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

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

            Section 3.18 [Reserved].

            Section 3.19 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 1-AF-1 Certificates
after all distributions on such Distribution Date.

            The Trustee shall direct the Corridor Contract Administrator to
terminate the Corridor Contract upon the occurrence of certain events of
default or termination events to the extent specified thereunder. Upon any
such termination, the Corridor Contract Counterparty will



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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
1-AF-1 Certificates as provided in Section 4.04(e) on the Distribution Dates
following such termination to and including the Corridor Contract Termination
Date, but shall not be available for distribution to the Class CF Certificates
pursuant to Section 4.07(c) until such Corridor Contract Termination Date. On
the Corridor Contract Termination Date, after all other distributions on such
date, if any such amount in respect of early termination of the Corridor
Contract remains in the Carryover Reserve Fund, such amounts shall be
distributed by the Trustee to the Class CF Certificates.

            Section 3.20 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,



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except as the enforceability thereof is limited due to acceleration in
connection with a foreclosure or other involuntary payment.

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

            Section 3.21 Swap Contract.

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

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

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

            Upon the Swap Contract Administrator obtaining actual knowledge of
the rating of the Swap Counterparty falling below the Approved Rating
Thresholds (as defined in the Swap Contract), the Swap Trustee shall direct
the Swap Contract Administrator to negotiate an ISDA Credit Support Annex with
the Swap Counterparty that meets the terms of the Swap Contract. If an ISDA
Credit Support Annex is negotiated, the Swap Trustee shall direct the Swap
Contract Administrator to demand payment of the Delivery Amount (as defined in
the ISDA Credit Support Annex). In addition, if an ISDA Credit Support Annex
is negotiated, the Swap Trustee shall set up an account in accordance with
Section 4.09 to hold cash or other eligible investments pledged under such
ISDA Credit Support Annex. Any cash or other eligible investments



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      pledged under an ISDA Credit Support Annex shall not be part of the Swap
      Account or the Distribution Account unless they are applied in
      accordance with such ISDA Credit Support Annex to make a payment due to
      the Swap Contract Administrator pursuant to the Swap Contract.

            Upon the Swap Trustee obtaining actual knowledge of an Event of
Default (as defined in the Swap Contract) or Termination Event (as defined in
the Swap Contract) for which the Swap Contract Administrator has the right to
designate an Early Termination Date (as defined in the Swap Contract), the
Swap Trustee shall act at the written direction of the Depositor as to whether
to direct the Swap Contract Administrator to designate an Early Termination
Date; provided, however, that the Swap Trustee shall provide written notice to
each Rating Agency following the Event of Default or Termination Event. Upon
the termination of the Swap Contract under the circumstances contemplated by
this Section 3.21, the Swap Trustee shall use its reasonable best efforts to
enforce the rights of the Swap Contract Administrator as may be permitted by
the terms of the Swap Contract and consistent with the terms hereof, and CHL
shall assist the Swap Contract Administrator in procuring a replacement swap
contract with terms approximating those of the original Swap Contract.

            In the event that the swap counterparty in respect of a
replacement swap contract pays any upfront amount to the Swap Contract
Administrator in connection with entering into the replacement swap contract
and such upfront amount is received by the Swap Contract Administrator prior
to the Distribution Date on which any Swap Termination Payment will be payable
to the Swap Counterparty in respect of the original Swap Contract, a portion
of that upfront amount equal to the lesser of (x) that upfront amount and (y)
the amount of the Swap Termination Payment due to the Swap Counterparty in
respect of the original Swap Contract (the "Adjusted Replacement Upfront
Amount") shall be included in Interest Funds for Loan Group 2 and Loan Group 3
pro rata based on their respective Interest Funds for that Distribution Date
and any upfront amount in excess of the Adjusted Replacement Upfront Amount
shall be distributed to CHL and will not be available to make distributions in
respect of any Class of Certificates. Any upfront amount paid to the Swap
Contract Administrator by the swap counterparty in respect of a replacement
swap contract after the Distribution Date on which any Swap Termination
Payment will be payable to the Swap Counterparty in respect of the original
Swap Contract, such upfront amount shall be retained by the Swap Contract
Administrator and remitted to the Swap Trustee on subsequent Distribution
Dates up to and including the Swap Contract Termination Date to pay any
amounts distributable to the Swap Certificates pursuant to Section 4.04(h)(3)
through (8) that will remain unpaid following all distributions to be made on
such Distribution Date pursuant to Section 4.04(a) through (d), (e)(1) through
(3) and (f)(1) through (4).

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

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



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                                 ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

            Section 4.01 Advances; Remittance Reports.

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

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

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

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



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

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

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

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

                  Section 4.03 [Reserved].



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            Section 4.04 Distributions.

            (a) On each Distribution Date, the Interest Funds for such
Distribution Date for Loan Group 1 shall be distributed from the Distribution
Account in the following order of priority:

                  (i) to the Class 1-AF Insurer, the Class 1-AF Premium for
            such Distribution Date,

                  (ii) to each Class of Class 1-AF Certificates, the Current
            Interest and Interest Carry Forward Amount for each such Class and
            such Distribution Date, pro rata, based on their respective
            entitlements,

                  (iii) to the Class 1-AF Insurer, any Class 1-AF
            Reimbursement Amount, and

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

            (b) On each Distribution Date, the Interest Funds for such
Distribution Date with respect to Loan Group 2 and Loan Group 3 shall be
distributed by the Trustee from the Distribution Account in the following
order of priority:

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

                  (ii) concurrently:

                        (a) from the Interest Funds for Loan Group 2, to the
                  Class 2-AV Certificates, the Current Interest and Interest
                  Carry Forward Amount for such Class and such Distribution
                  Date, and

                        (b) from the Interest Funds for Loan Group 3,
                  concurrently to each Class of Class 3-AV Certificates, the
                  Current Interest and Interest Carry Forward Amount for each
                  such Class and such Distribution Date, pro rata, based on
                  their respective entitlements, and

                  (iii) from the remaining Interest Funds for Loan Group 2 and
            Loan Group 3, concurrently to each Class of Class AV Certificates,
            any remaining Current Interest and Interest Carry Forward Amount
            not paid pursuant to clause (b)(ii), pro rata, based on the
            Certificate Principal Balances thereof, to the extent needed to
            pay any Current Interest and Interest Carry Forward Amount for
            each such Class; provided that Interest Funds remaining after such
            allocation to pay any Current Interest and Interest Carry Forward
            Amount based on the Certificate Principal Balances of the Class AV
            Certificates will be distributed to each Class



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            of Class AV Certificates with respect to which there remains any
            unpaid Current Interest and Interest Carry Forward Amount (after
            the distribution based on Certificate Principal Balances), pro
            rata, based on the amount of such remaining unpaid Current
            Interest and Interest Carry Forward Amount, and

                  (iv) from the remaining Interest Funds for Loan Group 2 and
            Loan Group 3, sequentially:

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

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

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

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

                  (A) to the Class 1-AF Insurer, any remaining Class 1-AF
            Premium that has not been paid from Interest Funds for Loan Group
            1 for such Distribution Date,

                  (B) to the Classes of Class 1-AF Certificates, in the order,
            amounts and priorities set forth in clause (3) below, until the
            Certificate Principal Balances thereof are reduced to zero,

                  (C) to the Class 1-AF Insurer, any remaining Class 1-AF
            Reimbursement Amount that has not been paid from Interest Funds
            for Loan Group 1 for such Distribution Date, and

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

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

                  (A) to the Class 1-AF Insurer, any remaining Class 1-AF
            Premium that has not been paid from Interest Funds for Loan Group
            1 for such Distribution Date,



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                  (B) in an amount up to the Class 1-AF Principal Distribution
            Amount, to the Classes of Class 1-AF Certificates, in the order
            and priorities set forth in clause (3) below, until the
            Certificate Principal Balances thereof are reduced to zero,

                  (C) to the Class 1-AF Insurer, any remaining Class 1-AF
            Reimbursement Amount that has not been paid from Interest Funds
            for Loan Group 1 for such Distribution Date, and

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

            (3) On each Distribution Date on which any principal amounts are
      to be distributed to the Class 1-AF Certificates, such amounts shall be
      distributed to the Class 1-AF Certificates in the following order of
      priority:

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

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

                  (C) to the Class 1-AF-6 Certificates without regard to the
            NAS Principal Distribution Amount, until the Certificate Principal
            Balance thereof is reduced to zero.

            (d) On each Distribution Date, the Principal Distribution Amount
for such Distribution Date with respect to Loan Group 2 and Loan Group 3 shall
be distributed by the Trustee from the Distribution Account in the following
order of priority (with the Principal Distribution Amount exclusive of the
portion thereof consisting of the Extra Principal Distribution Amount being
applied first and the Extra Principal Distribution Amount being applied
thereafter):

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

                  (A) concurrently:

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

                        (a) to the Class 2-AV Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero,
                  and

                        (b) to the Classes of Class 3-AV Certificates (after
                  the distribution of the Principal Distribution Amount for
                  Loan Group 3 as provided in clause (ii)(a) below), in the
                  order and priorities described in



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                  clause (3) below, until the Certificate Principal Balances
                  thereof are reduced to zero,

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

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

                        (b) to the Class 2-AV Certificates (after the
                  distribution of the Principal Distribution Amount for Loan
                  Group 2 as provided in clause (i)(a) above), until the
                  Certificate Principal Balance thereof is reduced to zero,

                  (B) from the remaining Principal Distribution Amounts for
            Loan Group 2 and Loan Group 3, sequentially:

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

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

                  (2) with respect to any Distribution Date on or after the
      Adjustable Rate Stepdown Date and so long as an Adjustable Rate Trigger
      Event is not in effect, from the Principal Distribution Amounts for Loan
      Group 2 and Loan Group 3, sequentially:

                  (A) concurrently:

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

                        (a) to the Class 2-AV Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero;
                  and

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



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                  (ii) from the Principal Distribution Amount for Loan Group
            3, in an amount up to the Class 3-AV Principal Distribution
            Amount, sequentially:

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

                        (b) to the Class 2-AV Certificates (after the
                  distribution of the Principal Distribution Amount from Loan
                  Group 2 as provided in clause (i)(a) above), until the
                  Certificate Principal Balance thereof is reduced to zero;

                  (B) from the remaining Principal Distribution Amounts for
            Loan Group 2 and Loan Group 3, sequentially:

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

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

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

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

            (e) With respect to any Distribution Date, any Fixed Rate Loan
Group Excess Cashflow and, in the case of clauses (1) and (2) below, any Fixed
Rate Loan Group Credit Comeback Excess Cashflow, shall be distributed to the
Classes of Certificates in the following order of priority, in each case first
to the extent of the remaining Fixed Rate Loan Group Credit Comeback Excess
Cashflow, if applicable, and second to the extent of the remaining Fixed Rate
Loan Group Excess Cashflow:

                  (1) to the Holders of the Class or Classes of Class 1-AF
      Certificates then entitled to receive distributions in respect of
      principal, in an amount equal to the Extra Principal Distribution Amount
      for Loan Group 1, payable to such Holders as part of the Principal
      Distribution Amount for Loan Group 1 pursuant to Section 4.04(c) above;
      provided, however, that Fixed Rate Loan Group Credit Comeback Excess
      Cashflow (if any) shall only be distributed pursuant to this clause if
      the Fixed Rate Overcollateralization Target Amount has at any previous
      time been met;



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                  (2) concurrently, to the Holders of each Class of Class 1-AF
      Certificates, pro rata based on the Unpaid Realized Loss Amounts for
      each such Class, in each case in an amount equal to the Unpaid Realized
      Loss Amount for each such Class; provided, however, that to the extent
      an Applied Realized Loss Amount was covered under the Class 1-AF Policy,
      then any related amounts otherwise payable to the Class 1-AF
      Certificateholders pursuant to this clause (2) shall instead be paid to
      the Class 1-AF Insurer;

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

                  (4) to the Holders of the Class or Classes of Class AV
      Certificates and Adjustable Rate Subordinate Certificates then entitled
      to receive distributions in respect of principal, payable to such
      Holders as part of the Principal Distribution Amount as described under
      Section 4.04(d) above, in an amount equal to the Extra Principal
      Distribution Amount for Loan Group 2 and Loan Group 3 not covered by the
      Adjustable Rate Loan Group Excess Cashflow, the Adjustable Rate Loan
      Group Credit Comeback Excess Cashflow or Net Swap Payments;

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

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

                  (7) to the Carryover Reserve Fund, in an amount equal to the
      Required Carryover Reserve Fund Deposit (after giving effect to other
      deposits and withdrawals therefrom on such Distribution Date without
      regard to any amounts allocated to the Trust



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<PAGE>

      Fund in respect of the Corridor  Contract not required to cover Net Rate
      Carryover on the related  Class(es) of Certificates on such Distribution
      Date);

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

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

            (f) With respect to any Distribution Date, any Adjustable Rate
Loan Group 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 Adjustable Rate Loan Group Credit Comeback Excess Cashflow,
shall be distributed to the Classes of Certificates in the following order of
priority, in each case first to the extent of the remaining Adjustable Rate
Loan Group Credit Comeback Excess Cashflow, if applicable, and second to the
extent of the remaining Adjustable Rate Loan Group Excess Cashflow:

                  (1) to the Holders of the Class or Classes of Class AV
      Certificates and Adjustable Rate Subordinate Certificates then entitled
      to receive distributions in respect of principal, in an aggregate amount
      equal to the Extra Principal Distribution Amount for Loan Group 2 and
      Loan Group 3, payable to such Holders of each such Class as part of the
      Principal Distribution Amount for Loan Group 2 and Loan Group 3 pursuant
      to Section 4.04(d) above;

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

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

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

                  (5) if the Fixed Rate Overcollateralization Target Amount
      has at any previous time been met, to the Holders of the Class or
      Classes of Class 1-AF Certificates then entitled to receive
      distributions in respect of principal, payable to such Holders as part
      of the Principal Distribution Amount pursuant to Section 4.04(c) above,
      in an



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      amount equal to the Extra Principal Distribution Amount for Loan Group 1
      not covered by the Fixed Rate Loan Group Excess Cashflow or Fixed Rate
      Loan Group Credit Comeback Excess Cashflow;

                  (6) concurrently, to the Holders of the Class 1-AF
      Certificates, pro rata based on the Unpaid Realized Loss Amounts for
      such Classes remaining undistributed after application of the Fixed Rate
      Loan Group Excess Cashflow and Fixed Rate Loan Group Credit Comeback
      Excess Cashflow, in each case in an amount equal to the Unpaid Realized
      Loss Amount for such Class remaining undistributed after application of
      the Fixed Rate Loan Group Excess Cashflow and Fixed Rate Loan Group
      Credit Comeback Excess Cashflow; provided, however, that to the extent
      an Applied Realized Loss Amount was covered under the Class 1-AF Policy,
      then any related amounts otherwise payable to the Class 1-AF
      Certificateholders pursuant to this clause (6) shall instead be paid to
      the Class 1-AF Insurer;

                  (7) to the Carryover Reserve Fund, in an amount equal to the
      Required Carryover Reserve Fund Deposit (after giving effect to other
      deposits and withdrawals therefrom on such Distribution Date without
      regard to any amounts allocated to the Trust Fund in respect of the
      Corridor Contract not required to cover Net Rate Carryover on the
      related Class(es) of Certificates on such Distribution Date);

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

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

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

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

            (h) On each Distribution Date on or prior to the Swap Contract
Termination Date, following the deposits to the Swap Account pursuant to
4.04(b)(i) and Section 4.09 and the distributions described under Sections
4.04(e)(1) through (3) and 4.04(f)(1) through (4), the Swap Trustee shall
distribute amounts on deposit in the Swap Account in the following amounts and
order of priority:

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



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<PAGE>

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

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

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

                  (5) to the Holders of the Class or Classes of Class AV
      Certificates and Adjustable Rate Subordinate Certificates then entitled
      to receive distributions in respect of principal, in an aggregate amount
      equal to the Adjustable Rate Overcollateralization Deficiency Amount
      remaining unpaid following the distributions described under Section
      4.04(f), payable to such Holders of each such Class in the same manner
      in which the Extra Principal Distribution Amount in respect of Loan
      Group 2 and Loan Group 3 would be distributed to such Classes as
      described under Section 4.04(f);

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

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

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

            On each Distribution Date on or prior to the Swap Contract
Termination Date, following the distributions described under Sections
4.04(e)(4) through (9) and 4.04(f)(5) through (7) and following the deposit to
the Swap Account pursuant to Section 4.04(f)(8), the Swap Trustee shall
distribute amounts on deposit in the Swap Account to the Swap Contract
Administrator for payment to the Swap Counterparty, any Swap Termination
Payment due to a Swap Counterparty Trigger Event payable to the Swap
Counterparty with respect to such Distribution Date.

            (i) To the extent that a Class of Interest Bearing Certificates
receives interest in excess of the applicable Net Rate Cap, such interest is
paid pursuant to Section 4.04(e) and/or 4.04(f), such interest shall be deemed
to have been paid to the Carryover Reserve Fund and then



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<PAGE>

paid by the Carryover Reserve Fund to those Certificateholders, and such
interest is paid pursuant to Section 4.04(h), such interest shall be deemed to
have been paid to the Swap Account and then paid by the Swap Account to those
Certificateholders. For purposes of the Code, amounts deemed deposited in the
Carryover Reserve Fund shall be deemed to have first been distributed, in the
case of any such amounts relating to the Corridor Contract, to the Class CF
Certificates.

            (j) On each Distribution Date, all Prepayment Charges (including
amounts deposited in connection with the full or partial waiver of such
Prepayment Charges pursuant to Section 3.20) with respect to Loan Group 1
shall be allocated to the Class PF Certificates. On each Distribution Date,
all Prepayment Charges (including amounts deposited in connection with the
full or partial waiver of such Prepayment Charges pursuant to Section 3.20)
with respect to Loan Group 2 and Loan Group 3 shall be allocated to the Class
PV Certificates. On the Class PF Principal Distribution Date, the Trustee
shall make the $100.00 distribution to the Class PF Certificates as specified
in Section 3.08. On the Class PV Principal Distribution Date, the Trustee
shall make the $100.00 distribution to the Class PV Certificates as specified
in Section 3.08.

            (k) On each Distribution Date, the Trustee shall allocate any
Applied Realized Loss Amount for Loan Group 1 to reduce the Certificate
Principal Balances of the Class 1-AF Certificates, on a pro rata basis
according to their respective Certificate Principal Balances, until the
Certificate Principal Balances of such Classes have been reduced to zero.

            On each Distribution Date, the Trustee shall allocate any Applied
Realized Loss Amount for Loan Group 2 and Loan Group 3 to reduce the
Certificate Principal Balances of the Class BV, Class MV-8, Class MV-7, Class
MV-6, Class MV-5, Class MV-4, Class MV-3, Class MV-2 and Class MV-1
Certificates, sequentially, in that order, in each case until the Certificate
Principal Balance thereof is reduced to zero. After the Certificate Principal
Balances of the Adjustable Rate Subordinate Certificates have been reduced to
zero, (i) the Trustee shall allocate any Applied Realized Loss Amount for Loan
Group 2 to reduce the Certificate Principal Balance of the Class 2-AV
Certificates, until the Certificate Principal Balance thereof is reduced to
zero, and (ii) the Trustee shall allocate any Applied Realized Loss Amount for
Loan Group 3 to reduce the Certificate Principal Balances of the Class 3-AV
Certificates, on a pro rata basis according to their respective Certificate
Principal Balances, until the Certificate Principal Balances of such Classes
have been reduced to zero.

            (l) On each Distribution Date, the Trustee shall allocate the
amount of the Subsequent Recoveries for Loan Group 1, if any, first to
increase the Certificate Principal Balances of the Class 1-AF Certificates to
which Applied Realized Loss Amounts have been previously allocated, on a pro
rata basis according to their respective Certificate Principal Balances and in
each case by not more than the amount of the Unpaid Realized Loss Amount of
such Class; provided, however, that to the extent an Applied Realized Loss
Amount was covered under the Class 1-AF Policy, then any related Subsequent
Recovery otherwise payable to the Class 1-AF Certificateholders will instead
be paid to the Class 1-AF Insurer.

            On each Distribution Date, the Trustee shall allocate the amount
of the Subsequent Recoveries for Loan Group 2 and Loan Group 3, if any, first
to increase the



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Certificate Principal Balances of the related Class AV Certificates to which
Applied Realized Loss Amounts have been previously allocated, on a pro rata
basis according to their respective Certificate Principal Balances and in each
case by not more than the amount of the Unpaid Realized Loss Amount of such
Class, and then to increase the Certificate Principal Balance of the
Adjustable Rate Subordinate Certificates to which Applied Realized Loss
Amounts have been previously allocated, sequentially, to the Class MV-1, Class
MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8
and Class BV Certificates, in that order, in each case by not more than the
amount of the Unpaid Realized Loss Amount of such Class.

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

            (m) Subject to Section 9.02 hereof respecting the final
distribution, on each Distribution Date the Trustee shall make distributions
to each Certificateholder of record on the preceding Record Date either by
wire transfer in immediately available funds to the account of such Holder at
a bank or other entity having appropriate facilities therefor, if (i) such
Holder has so notified the Trustee at least five Business Days prior to the
related Record Date and (ii) such Holder shall hold Regular Certificates with
an aggregate initial Certificate Principal Balance of not less than $1,000,000
or evidencing a Percentage Interest aggregating 10% or more with respect to
such Class or, if not, by check mailed by first class mail to such
Certificateholder at the address of such Holder appearing in the Certificate
Register. Notwithstanding the foregoing, but subject to Section 9.02 hereof
respecting the final distribution, distributions with respect to Certificates
registered in the name of a Depository shall be made to such Depository in
immediately available funds. Payments to the Class 1-AF Insurer shall be made
by wire transfer of immediately available funds to the following account,
unless the Class 1-AF Insurer notifies the Trustee in writing: Account Name:
Ambac Assurance Corporation, Citibank, NA, ABA # 021000089, DDA# 40609486, RE:
AB1009BE CWABS 2006-11.

            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.

            Section 4.05 Monthly Statements to Certificateholders.

            (a) Concurrently with each distribution on a Distribution Date,
the Trustee will forward by mail to the Class 1-AF 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.



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<PAGE>

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

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

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

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

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

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

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



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      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 Class 1-AF Policy; Rights of the Class 1-AF Insurer.

            (a) If, on the third Business Day before any Distribution Date,
the Trustee determines that a there will be a Deficiency Amount for such
Distribution Date, the Trustee shall determine the amount of any such
deficiency and shall give notice to the Class 1-AF Insurer by telephone or
telecopy of the amount of such deficiency, confirmed in writing by notice
substantially in the form of Exhibit A to the Class 1-AF Policy, by 12:00
p.m., New York time on such third Business Day. The Trustee's responsibility
for delivering the notice to the Class 1-AF 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 Class 1-AF Certificate has been voided in whole or in part as a
preference payment under applicable bankruptcy law, the Trustee shall (i)
promptly notify the Class 1-AF Insurer and (ii) comply with the provisions of
the Class 1-AF Policy, to obtain payment by the Class 1-AF Insurer of such
voided scheduled payment. In addition, the Trustee shall mail notice to all
Holders of the Class 1-AF 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 Class 1-AF Policy, a copy of which
shall be made available to such Holders by the Trustee. The Trustee shall
furnish to the Class 1-AF Insurer its records listing the payments on the
affected Class 1-AF 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 Class 1-AF Certificates
(the "Class 1-AF Policy Payments Account") over which the Trustee shall have
exclusive control and sole right of withdrawal. The Class 1-AF Policy Payments
Account shall be an Eligible Account. The Trustee shall deposit any amount
paid under the Class 1-AF Policy into the Class 1-AF Policy Payments Account
and distribute such amount only for the purposes of making the payments to
Holders of the Class 1-AF Certificates, in respect of the related Deficiency
Amount for which the related claim was made under the Class 1-AF Policy. Such
amounts shall be allocated by the Trustee to Holders of Class 1-AF
Certificates affected by such shortfalls in the same manner as principal and
interest



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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 Class 1-AF Certificates from funds in the
Class 1-AF Policy Payments Account shall be noted as provided in subsection
(e) below. Funds held in the Class 1-AF Policy Payments Account shall not be
invested by the Trustee.

            (d) Any funds received from the Class 1-AF Insurer for deposit
into the Class 1-AF Policy Payments Account pursuant to the Class 1-AF Policy
in respect of a Distribution Date or otherwise as a result of any claim under
the Class 1-AF Policy shall be applied by the Trustee directly to the payment
in full (i) of the related Deficiency Amount on such Distribution Date or (ii)
of other amounts payable under the Class 1-AF Policy. Funds received by the
Trustee as a result of any claim under the Class 1-AF Policy shall be used
solely for payment to the Holders of the Class 1-AF 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 Class 1-AF Policy Payments Account
on the first Business Day after each Distribution Date shall be remitted
promptly to the Class 1-AF Insurer in accordance with the instructions set
forth in Section 4.04(m).

            (e) The Trustee shall keep complete and accurate records in
respect of (i) all funds remitted to it by the Class 1-AF Insurer and
deposited into the Class 1-AF Policy Payments Account and (ii) the allocation
of such funds to (A) payments of interest on and principal in respect of any
Class 1-AF Certificates and (B) the amount of funds available to make
distributions on the Class 1-AF Certificates pursuant to Sections 4.04(a), (b)
and (d). The Class 1-AF 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.

            (f) The Trustee acknowledges, and each Holder of a Class 1-AF
Certificate by its acceptance of the Class 1-AF Certificate agrees, that,
without the need for any further action on the part of the Class 1-AF Insurer
or the Trustee, to the extent the Class 1-AF Insurer makes payments, directly
or indirectly, on account of principal of or interest on any Class 1-AF
Certificates, the Class 1-AF Insurer will be fully subrogated to the rights of
the Holders of such Class 1-AF Certificates to receive such principal and
interest from the Trust Fund. The Holders of the Class 1-AF Certificates, by
acceptance of the Class 1-AF Certificates, assign their rights as Holders of
the Class 1-AF Certificates to the extent of the Class 1-AF Insurer's interest
with respect to amounts paid under the Class 1-AF Policy. Anything herein to
the contrary notwithstanding, solely for purposes of determining the Class
1-AF Insurer's rights, as applicable, as subrogee for payments distributable
pursuant to Section 4.04, any payment with respect to distributions to the
Class 1-AF Certificates which is made with funds received pursuant to the
terms of the Class 1-AF Policy shall not be considered payment of the Class
1-AF 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 the Class 1-AF 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 Class 1-AF Insurer of such
Event of Default.



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            (h) The Trustee shall promptly notify the Class 1-AF 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 Class 1-AF Certificates as to which it
has actual knowledge. Each Holder of a Class 1-AF Certificate, by its purchase
of Class 1-AF Certificates, and the Trustee hereby agrees that the Class 1-AF
Insurer (so long as no Class 1-AF 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 Class 1-AF Insurer shall be subrogated to the rights of the
Trustee and each Holder of a Class 1-AF 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 Class 1-AF Insurer
Contact Person who shall be available to the Class 1-AF Insurer to provide
reasonable access to information regarding the Mortgage Loans. The initial
Class 1-AF Insurer Contact Person is to the attention of Secondary Marketing.

            (j) The Trustee shall surrender the Class 1-AF Policy to the Class
1-AF Insurer for cancellation upon the reduction of the Certificate Principal
Balance of the Class 1-AF Certificates to zero.

            (k) The Trustee shall send to the Class 1-AF Insurer the reports
prepared pursuant to Sections 3.17 and 3.18 and the statements prepared
pursuant to Section 4.05, as well as any other statements or communications
sent to Holders of the Class 1-AF Certificates, in each case at the same time
such reports, statements and communications are otherwise sent.

            (l) For so long as none of the following events shall have
occurred (each such event, a "Class 1-AF Insurer Default"), each Holder of a
Class 1-AF Certificate of that Class agrees that the Class 1-AF Insurer shall
be treated by the Depositor, the Master Servicer and the Trustee as if the
Class 1-AF Insurer were the Holder of all of that Class of Class 1-AF
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 that Class of Class
1-AF Certificates hereunder: (i) the Class 1-AF Insurer fails to make a
required payment under the Class 1-AF Policy, (ii) a proceeding in bankruptcy
shall have been instituted by the Class 1-AF Insurer, or (iii) a decree or
order for relief shall have been issued in respect of a proceeding in
bankruptcy against the Class 1-AF Insurer and shall remain unstayed for a
period of 60 consecutive days.

            (m) With respect to this Section 4.06, the terms "Receipt" and
"Received" shall mean actual delivery to the Class 1-AF Insurer, if any, prior
to 12:00 p.m., New York time, on a Business Day; delivery either on a day that
is not a Business Day or after 12:00 p.m., New



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York time, shall be deemed to be Receipt on the next succeeding Business Day.
If any notice or certificate given under the Class 1-AF Policy by the Trustee
is not in proper form or is not properly completed, executed or delivered, it
shall be deemed not to have been Received. The Class 1-AF Insurer 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 Class 1-AF
Certificateholders shall also be sent at such time to the Class 1-AF Insurer
at the notice address set forth in Section 10.05.

            (o) The Class 1-AF Insurer shall be an express third party
beneficiary of this Agreement for the purpose of enforcing the provisions
hereof to the extent of the Class 1-AF 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 Class 1-AF Policy, in the case of the Class 1-AF Certificates.

            (q) Any remittances to the Class 1-AF Insurer pursuant to Section
4.04 shall be made by the Trustee in accordance with the following wiring
instructions (or such other wiring instructions as may be provided to the
Trustee by the Class 1-AF Insurer in writing): Ambac Assurance Corporation,
Citibank, N.A., ABA #021000089, DDA # 40609486, Re: Policy # AB1009BE.

            Section 4.07 Carryover Reserve Fund.

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

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

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



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

                  (2) The Trustee shall not be liable for the amount of any
      loss incurred in respect of any investment or lack of investment of
      funds held in the Carryover Reserve Fund and made in accordance with
      this Section 4.07. The Carryover Reserve Fund shall not constitute an
      asset of any REMIC created hereunder. The Class CF and Class CV
      Certificates shall evidence ownership of the Carryover Reserve Fund for
      federal tax purposes.

            Section 4.08 Credit Comeback Excess Account.

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

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

            (c) Funds in the Credit Comeback Excess Account with respect to
Loan Group 1 may be invested in Permitted Investments at the written direction
of the Majority Holder of the Class CF Certificates (voting as a single Class)
and Funds in the Credit Comeback Excess Account with respect to Loan Group 2
and Loan Group 3 may be invested in Permitted Investments at the written
direction of the Majority Holder of the Class CV Certificates (voting as a
single Class), 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



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Investments shall be made in the name of the Trustee, for the benefit of the
Certificateholders. In the absence of such written direction, all funds in the
Credit Comeback Excess Account shall be invested by the Trustee in The Bank of
New York cash reserves. Any net investment earnings on amounts in the Credit
Comeback Excess Account with respect to Loan Group 1 shall be payable pro rata
to the Holders of the Class CF Certificates in accordance with their
Percentage Interests and any net investment earnings on amounts in the Credit
Comeback Excess Account with respect to Loan Group 2 and Loan Group 3 shall be
payable pro rata to the Holders of the Class CV Certificates in accordance
with their Percentage Interests. Any losses incurred in the Credit Comeback
Excess Account in respect of any such investments shall be charged against
amounts on deposit in the Credit Comeback Excess Account (or such investments)
immediately as realized.

            (d) The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in
the Credit Comeback Excess Account and made in accordance with this Section
4.08. The Credit Comeback Excess Account shall not constitute an asset of any
REMIC created hereunder. The Class CF and Class CV Certificates shall evidence
ownership of so much of the Credit Comeback Excess Account as is attributable
to Fixed Rate Loan Group Credit Comeback Excess Cashflow and Adjustable Rate
Loan Group Credit Comeback Excess Cashflow, respectively, for federal tax
purposes.

            Section 4.09 Swap Trust and Swap Account.

            On the Closing Date, there is hereby established a separate trust
(the "Swap Trust"), the assets of which shall consist of the Trustee's rights
and obligations under the Swap Contract Administration Agreement. The Swap
Trust shall be maintained by the Swap Trustee, who initially, shall be the
Trustee. The Swap Trustee shall hold the assets of the Swap Trust in trust for
the benefit of the Holders of the Swap Certificates and the Swap Counterparty.
No later than the Closing Date, the Swap Trustee shall establish and maintain
a separate, segregated trust account to be held in the Swap Trust, titled,
"Swap Account, The Bank of New York, as Swap Trustee, in trust for the Swap
Counterparty and the registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2006-11." Such account shall be an Eligible Account and
funds on deposit therein shall be held separate and apart from, and shall not
be commingled with, any other moneys, including, without limitation, other
moneys of the Trustee held pursuant to this Agreement. Amounts therein shall
be held uninvested. Funds on deposit in the Swap Account shall be distributed
in the amounts and in the order of priority described under Section 4.04(h).
For federal income tax purposes, the Swap Trust, including the Swap Account,
shall be owned by the Class CV Certificates.

            On each Distribution Date, the Trustee shall make a deposit to the
Swap Account pursuant to Section 4.04(b)(i), and to the extent that the amount
of such deposit is insufficient to pay any Net Swap Payment and/or Swap
Termination Payment (other than a Swap Termination Payment due to a Swap
Counterparty Trigger Event) due to the Swap Counterparty with respect to such
Distribution Date, the Trustee shall withdraw, out of amounts on deposit in
the Distribution Account in respect of the Principal Remittance Amount for
Loan Group 2 and Loan Group 3, pro rata on the basis of those respective
Principal Remittance Amounts, such additional amount as is necessary to cover
the remaining portion of any such Net Swap Payment and/or Swap Termination
Payment (other than a Swap Termination Payment due to a Swap



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            Counterparty Trigger Event) due to the Swap Counterparty with
respect to such Distribution Date.

                                  ARTICLE V.
                               THE CERTIFICATES

            Section 5.01 The Certificates.

            The Certificates shall be substantially in the forms attached
hereto as Exhibits A-1 through A-19, Exhibit B, Exhibit C, Exhibit D and
Exhibit E. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof and
aggregate dollar denominations as set forth in the following table:

                    Minimum      Integral Multiples in     Original Certificate
       Class     Denomination      Excess of Minimum        Principal Balance
-------------------------------------------------------------------------------
       1-AF-1       $20,000               $1                  $191,470,000
       1-AF-2       $20,000               $1                   $84,303,000
       1-AF-3       $20,000               $1                   $84,303,000
       1-AF-4       $20,000               $1                  $157,525,000
       1-AF-5       $20,000               $1                  $102,599,000
       1-AF-6       $20,000               $1                   $70,000,000
        2-AV        $20,000               $1                  $460,174,000
       3-AV-1       $20,000               $1                  $212,197,000
       3-AV-2       $20,000               $1                  $224,393,000
       3-AV-3       $20,000               $1                   $52,546,000
        MV-1        $20,000               $1                   $53,100,000
        MV-2        $20,000               $1                   $33,630,000
        MV-3        $20,000               $1                   $24,780,000
        MV-4        $20,000               $1                   $18,290,000
        MV-5        $20,000               $1                   $20,650,000
        MV-6        $20,000               $1                   $15,340,000
        MV-7        $20,000               $1                   $17,700,000
        MV-8        $20,000               $1                   $15,340,000
         BV         $20,000               $1                    $8,260,000
        A-R        $99.95(1)              N/A                      $100
         CF           N/A                 N/A                       N/A
         CV           N/A                 N/A                       N/A
         PF           N/A                 N/A                      $100
         PV           N/A                 N/A                      $100
(1)   The Tax Matters Person Certificate may be issued in a denomination of
      $0.05.

            The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the
time when such signatures were affixed, authorized to sign on behalf of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
authentication and delivery. No Certificate shall be



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entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in the form set forth as attached hereto executed by the Trustee
by manual signature, and such certificate of authentication upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. On the Closing
Date, the Trustee shall authenticate the Certificates to be issued at the
written direction of the Depositor, or any affiliate thereof.

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

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

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

            At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate 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



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

            No Transfer of an ERISA-Restricted Certificate (other than a
transfer of an ERISA-Restricted Certificate to an affiliate of the Depositor
(either directly or through a nominee) in connection with the initial issuance
of the Certificates) shall be made unless the Trustee shall have received
either (i) a representation from the transferee of such Certificate acceptable
to and in form and substance satisfactory to the Trustee (in the event such
Certificate is a Private Certificate, such requirement is satisfied only by
the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit K or Exhibit L, or in the event such
Certificate is a Residual Certificate, such requirement is satisfied only by
the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit I), to the effect that (x) such
transferee is not a Plan, or (y) in the case of an ERISA-Restricted
Certificate that has been the subject of an ERISA-Qualifying Underwriting, a
representation that the transferee is an insurance company which is purchasing
such Certificate with funds contained in an "insurance company general
account" (as such term is defined in section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of
such Certificate satisfy the requirements for exemptive relief under Sections
I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
or arrangement subject to ERISA, or a plan or arrangement subject to Section
4975 of the Code (or comparable provisions of any subsequent enactments), or a
trustee of any such plan or arrangement or any other person acting on behalf
of any such plan or arrangement, an Opinion of Counsel satisfactory to the
Trustee, addressed to the Trustee and the



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<PAGE>

Master Servicer, to the effect that the purchase or holding of such
ERISA-Restricted Certificate will not result in a non-exempt prohibited
transaction under ERISA or the Code and will not subject the Trustee or the
Master Servicer to any obligation in addition to those expressly undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer, or the Trust Fund. For purposes of the preceding
sentence, one of such representations, as appropriate, shall be deemed to have
been made to the Trustee by the transferee's acceptance of an ERISA-Restricted
Certificate (or the acceptance by a Certificate Owner of the beneficial
interest in any such Class of ERISA-Restricted Certificates) unless the
Trustee shall have received from the transferee an Opinion of Counsel as
described in clause (ii) or a representation letter acceptable in form and
substance to the Trustee. Notwithstanding anything else to the contrary
herein, any purported transfer of an ERISA-Restricted Certificate to or on
behalf of an employee benefit plan subject to Section 406 of ERISA or a plan
subject to Section 4975 of the Code without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee meeting the requirements of
clause (i) of the first sentence of this paragraph as described above shall be
void and of no effect. The Trustee shall be under no liability to any Person
for any registration of transfer of any ERISA-Restricted Certificate that is
in fact not permitted by this Section 5.02(b) or for making any payments due
on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
Trustee, with respect to the transfer of such Classes of Certificates,
required delivery of such certificates and other documentation or evidence as
are expressly required by the terms of this Agreement and examined such
certificates and other documentation or evidence to determine compliance as to
form with the express requirements hereof. The Trustee shall be entitled, but
not obligated, to recover from any Holder of any ERISA-Restricted Certificate
that was in fact an employee benefit plan or arrangement subject to Section
406 of ERISA or a plan or arrangement subject to Section 4975 of the Code or a
Person acting on behalf of any such plan or arrangement at the time it became
a Holder or, at such subsequent time as it became such a plan or arrangement
or Person acting on behalf of such a plan or arrangement, all payments made on
such ERISA-Restricted Certificate at and after either such time. Any such
payments so recovered by the Trustee shall be paid and delivered by the
Trustee to the last preceding Holder of such Certificate that is not such a
plan or arrangement or Person acting on behalf of a plan or arrangement.

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



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<PAGE>

            (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 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.



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                  (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
Class 1-AF Certificates, the Class 1-AF 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 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.



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            Section 5.04 Persons Deemed Owners.

            The Master Servicer, the Trustee, the NIM Insurer, the Class 1-AF
Insurer and any agent of the Master Servicer, the Trustee, the NIM Insurer or
the Class 1-AF 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 Class 1-AF Insurer or any agent of the Master Servicer, the Trustee, the
NIM Insurer or the Class 1-AF 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;

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



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            (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 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



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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 Class 1-AF 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 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,



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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 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.



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            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 Class 1-AF 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 Class 1-AF
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, the Class 1-AF Insurer or the Depositor, or to
      the Trustee, the NIM Insurer, the Class 1-AF 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, the
      Class 1-AF 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 nor 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 Class 1-AF Insurer, which consent shall not be
unreasonably withheld), by notice in writing to the Master Servicer (with a
copy to each Rating Agency and to 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 Class 1-AF Policy, in the case of the Class 1-AF
Certificates) and the NIM Insurer guaranteed notes (without giving any effect
to any policy or guaranty provided by the NIM Insurer) by each Rating Agency
as the successor to the Master Servicer hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Any successor Master Servicer shall be an institution that is a
Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has
been approved by the Mortgage Insurer and/or the Pool Insurer if required,
that has a net worth of at least $15,000,000 and that is willing to service
the Mortgage Loans and executes and delivers to the Depositor and the Trustee
an agreement accepting such delegation and assignment, that contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than liabilities and
indemnities of the Master Servicer under Section 6.03 hereof incurred prior to
termination of the Master Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation (without regard to the
Class 1-AF Policy, in the case of the Class 1-AF Certificates). No appointment
of a successor to the Master Servicer hereunder shall be effective until (i)
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written notice of such proposed appointment shall have been provided by the
Trustee to each Certificateholder and the Class 1-AF 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.



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            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 Class 1-AF Insurer and to each Rating Agency.

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

                                ARTICLE VIII.
                   CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

            Section 8.01 Duties of Trustee.

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

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

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

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



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

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

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

            Section 8.02 Certain Matters Affecting the Trustee.

            (a) Except as otherwise provided in Section 8.01:

                  (1) the Trustee may request and rely upon and shall be
      protected in acting or refraining from acting upon any resolution,
      Officer's Certificate, certificate of auditors or any other certificate,
      statement, instrument, opinion, report, notice, request, 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.

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



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Administration Agreement in its capacity as Swap Trustee, and the performance
of its duties and satisfaction of its obligations thereunder.

            Section 8.03 Trustee Not Liable for Mortgage Loans.

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

            Section 8.04 Trustee May Own Certificates.

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

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

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



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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 Class 1-AF Policy, in the case of the
Class 1-AF Certificates) below the ratings issued on the Closing Date (or
having provided such security from time to time as is sufficient to avoid such
reduction). If such corporation or association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 8.06, the
Trustee shall resign immediately in the manner and with the effect specified
in Section 8.07 hereof. The corporation or national banking association
serving as Trustee may have normal banking and trust relationships with the
Depositor, the Sellers and the Master Servicer and their respective
affiliates; provided that such corporation cannot be an affiliate of the
Master Servicer other than the Trustee in its role as successor to the Master
Servicer.

            Section 8.07 Resignation and Removal of Trustee.

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



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with its obligations under the last sentence of Section 7.01, the preceding
paragraph, Section 8.09 or Article XI and such failure is not remedied within
the lesser of 10 calendar days or such period in which the applicable Exchange
Act Report can be filed timely (without taking into account any extensions),
then, in the case of clauses (i) through (iii), the Depositor, the NIM Insurer
or the Master Servicer, or in the case of clause (iv), the Depositor, may
remove the Trustee and appoint a successor trustee, reasonably acceptable to
the NIM Insurer, by written instrument, in triplicate, one copy of which
instrument shall be delivered to the Trustee, one copy of which shall be
delivered to the Master Servicer and one copy of which shall be delivered to
the successor trustee.

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

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

            Section 8.08 Successor Trustee.

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

            No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 hereof, is reasonably
acceptable to the NIM Insurer and its appointment shall not adversely affect
the then-current ratings of the Certificates (without regard to the Class 1-AF
Policy, in the case of the Class 1-AF Certificates) and has provided to the
Depositor in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably



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requested by the Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to a replacement Trustee.

            Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, the Depositor shall mail notice of the succession of
such trustee hereunder to the NIM Insurer and all Holders of Certificates. If
the Depositor fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Depositor.

            Section 8.09 Merger or Consolidation of Trustee.

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

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

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

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



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

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

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

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

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

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



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Fund and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment
Conduit Income Tax Returns (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and
filed with the Internal Revenue Service and applicable state or local tax
authorities income tax or information returns for each taxable year with
respect to each REMIC created hereunder containing such information and at the
times and in the manner as may be required by the Code or state or local tax
laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and
in such manner as may be required thereby; (b) within thirty days of the
Closing Date, furnish or cause to be furnished to the Internal Revenue
Service, on Forms 8811 or as otherwise may be required by the Code, the name,
title, address, and telephone number of the person that the Holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such Form, and update such
information at the time or times in the manner required by the Code for the
Trust Fund; (c) make or cause to be made elections, on behalf of each REMIC
created hereunder to be treated as a REMIC on the federal tax return of each
such REMIC for its first taxable year (and, if necessary, under applicable
state law); (d) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if necessary,
state tax authorities, all information returns and reports as and when
required to be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) provide information necessary for the
computation of tax imposed on the transfer of a Class A-R Certificate to a
Person that is not a Permitted Transferee, or an agent (including a broker,
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through
entity in which a Non-Permitted Transferee is the record holder of an interest
(the reasonable cost of computing and furnishing such information may be
charged to the Person liable for such tax); (f) to the extent that they are
under its control conduct the affairs of the Trust Fund at all times that any
Certificates are outstanding so as to maintain the status of each REMIC
created hereunder as a REMIC under the REMIC Provisions; (g) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of any REMIC created hereunder; (h) pay, from
the sources specified in the third paragraph of this Section 8.11, the amount
of any federal, state and local taxes, including prohibited transaction taxes
as described below, imposed on any REMIC created hereunder prior to the
termination of the Trust Fund when and as the same shall be due and payable
(but such obligation shall not prevent the Trustee or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the Trustee from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings); (i) sign or cause to be signed
federal, state or local income tax or information returns; (j) maintain
records relating to each REMIC created hereunder, including but not limited to
the income, expenses, assets and liabilities of each such REMIC, and the fair
market value and adjusted basis of the Trust Fund property determined at such
intervals as may be required by the Code, as may be necessary to prepare the
foregoing returns, schedules, statements or information; and (k) as and when
necessary and appropriate, represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year
of any REMIC created hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations



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relating to any tax item of the Trust Fund, and otherwise act on behalf of any
REMIC created hereunder in relation to any tax matter involving any such
REMIC.

            In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (1), (2), (3) and
(4) of Section 4.05(d)). Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order
to enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Trustee on a timely basis.

            In the event that any tax is imposed on "prohibited transactions"
of the Trust Fund as defined in section 860F(a)(2) of the Code, on the "net
income from foreclosure property" of the Trust Fund as defined in section
860G(c) of the Code, on any contribution to the Trust Fund after the startup
day pursuant to section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon the Trust Fund pursuant to sections 23153 and 24872 of the
California Revenue and Taxation Code if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of
any such minimum tax, and (y) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party here fails to honor its
obligations under the preceding clauses (i) or (ii), any such tax will be paid
first with amounts otherwise to be distributed to the Class A-R
Certificateholders, and second with amounts otherwise to be distributed to all
other Certificateholders in the same manner as if such tax were a Realized
Loss that occurred ratably within each Loan Group. Notwithstanding anything to
the contrary contained herein, to the extent that such tax is payable by the
Class A-R Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class A-R Certificates (and, if
necessary, second, from the Holders of all other Certificates in the priority
specified in the preceding sentence), funds otherwise distributable to such
Holders in an amount sufficient to pay such tax. The Trustee agrees to
promptly notify in writing the party liable for any such tax of the amount
thereof and the due date for the payment thereof.

            The Trustee shall treat the Carryover Reserve Fund and the Swap
Trust, including the Swap Account, as outside reserve funds within the meaning
of Treasury Regulation 1.860G-2(h), neither of which is an asset of any REMIC
created hereunder. The Carryover Reserve Fund shall be treated as owned by the
Class CF and Class CV Certificateholders and the Swap Trust, including the
Swap Account shall be treated as owned by the Class CV Certificateholders. The
rights of the Holders of each Class of Certificates (other than the Class P
and Class A-R Certificates) to receive payments from, and the deemed
obligations of such Holders to make



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payments to, the Carryover Reserve Fund or the Swap Trust, including the Swap
Account, shall be treated as rights and obligations with respect to notional
principal contracts written by (i) the Corridor Contract Counterparty in
respect of any Net Rate Carryover funded by the Corridor Contract and in
respect of any residual payments from such Corridor Contract received by the
Class CF Certificates, (ii) the Holders of the Class CF and Class CV
Certificates in respect of any Net Rate Carryover distributed pursuant to
Sections 4.04(e)(4) and 4.04(f)(4), and (iii) the Swap Counterparty in respect
of any Net Rate Carryover funded by the Swap Contract and in respect of any
residual payments from such Swap Contract received by the Class CV
Certificates. Thus, the Certificates (other than the Class P and Class A-R
Certificates), shall be treated as representing ownership of Master REMIC
regular interests coupled with contractual rights and obligations within the
meaning of Treasury Regulation 1.860G-2(i). For purposes of determining the
issue price of the various Master REMIC regular interests, the Trustee shall
assume that (i) the Corridor Contract has a value of $20,000 and (ii) the Swap
Contract has a value of $2,800,000. Any differences in the distributions to a
Certificateholder (positive or negative) that would result from the
application of the Strip REMIC Cap rather than the applicable Net Rate Cap
shall be treated by the Trustee as reconciled among the Certificates by swap
payments made pursuant to notional principal contracts entered into among the
Certificateholders.

            The Trustee shall treat the entitlement to Credit Comeback Excess
Amounts as owned by the Holders of the Class C Certificates and not as an
asset of, or interest in, any REMIC created hereunder. Further, the Trustee
shall treat any payments of Credit Comeback Excess Amounts to Persons other
than the Holders of the Class C Certificates as payments made by the Holders
of the Class C Certificates pursuant to a credit enhancement contract under
Treasury Regulation 1.860G-2(c). The Trustee shall also treat any amount
payable to a Class C Certificate with respect to an STR-F-Accrual or STR-CV-OC
Interest as deposited into the Carryover Reserve Fund. To the extent the
amount payable with respect to the Swap Contract exceeds the amount payable
with respect to the Class C Certificates, the Trustee, for federal income tax
purposes, shall treat such excess as Realized Losses from Mortgage Loans and
to the extent such Realized Losses (if they had occurred) would be allocated
to a Certificateholder, the Trustee shall treat such amount as first payable
to the Certificateholder as principal and as then payable by the
Certificateholder with respect to a notional principal contract.

            Section 8.12 Co-Trustee.

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



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

                  (1) the duties and obligations of the Co-Trustee shall be
      determined solely by the express provisions of this Agreement with the
      exception of Section 8.10, the Co-Trustee shall not be liable,
      individually or as Co-Trustee, except for the performance of such duties
      and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement
      against the Co-Trustee and the Co-Trustee may conclusively rely, as to
      the truth of the statements and the correctness of the opinions
      expressed therein, upon any certificates or opinions furnished to the
      Co-Trustee and conforming to the requirements of this Agreement that it
      reasonably believed in good faith to be genuine and to have been duly
      executed by the proper authorities respecting any matters arising
      hereunder; and

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

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

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

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

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

                  (4) the Co-Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, approval, bond or other paper or document;

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



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

            (d) The recitals contained herein shall be taken as the statements
of the Depositor or the Master Servicer, as the case may be, and the
Co-Trustee assumes no responsibility for their correctness. The Co-Trustee
makes no representations as to the validity or sufficiency of this Agreement
or of any Mortgage Loan or related document or of MERS or the MERS(R) System.
The Co-Trustee shall not be accountable for the use or application by the
Depositor or the Master Servicer of any funds paid to the Depositor or the
Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Certificate Account by the Depositor or the Master Servicer.

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

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

            (g) The Co-Trustee hereunder shall, at all times, be a corporation
or association organized and doing business under the laws of a state or the
United States of America, authorized under such laws to exercise corporate
trust powers, having a combined



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capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a credit rating that would
not cause any of the Rating Agencies to reduce their respective ratings of any
Class of Certificates below the ratings issued on the Closing Date (without
regard to the Class 1-AF Policy, in the case of the Class 1-AF Certificates)
(or having provided such security from time to time as is sufficient to avoid
such reduction). If such corporation or association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.12 the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Co-Trustee shall cease to be eligible in accordance with the provisions of
this Section 8.12, the Co-Trustee shall resign immediately in the manner and
with the effect specified in paragraph (h) below. The corporation or national
banking association serving as Co-Trustee may have normal banking and trust
relationships with the Depositor, the Sellers and the Master Servicer and
their respective affiliates; provided that such corporation cannot be an
affiliate of the Master Servicer other than the Trustee in its role as
successor to the Master Servicer.

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

            Section 8.13 Access to Records of the Trustee.

            The Trustee and the Co-Trustee shall afford the Sellers, the
Depositor, the Master Servicer, the NIM Insurer, the Class 1-AF Insurer and
each Certificate Owner upon reasonable notice during normal business hours
access to all records maintained by the Trustee or the Co-Trustee in respect
of its duties under this Agreement and access to officers of the Trustee and
the Co-Trustee responsible for performing its duties. Upon request, the
Trustee or Co-Trustee shall furnish the Depositor, the Master Servicer, the
NIM Insurer, the Class 1-AF Insurer and any requesting Certificate Owner with
its most recent financial statements. The Trustee and the Co-Trustee shall
cooperate fully with the Sellers, the Master Servicer, the Depositor, the NIM
Insurer, the Class 1-AF Insurer and the Certificate Owner for review and
copying any books, documents, or records requested with respect to the
Trustee's and the Co-Trustee's respective duties under this Agreement. The
Sellers, the Depositor, the Master Servicer, the Class 1-AF Insurer and the
Certificate Owner shall not have any responsibility or liability for any
action for failure to act by the Trustee or the Co-Trustee and are not
obligated to supervise the performance of the Trustee or the Co-Trustee under
this Agreement or otherwise.



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            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, the Class 1-AF Insurer or the NIM Insurer, the Trustee shall
proceed to protect and enforce its rights and the rights of the
Certificateholders, the Class 1-AF Insurer 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 Class 1-AF Insurer and the
Certificateholders.

                                 ARTICLE IX.
                                 TERMINATION

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

            Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Sellers, the Trustee and the Co-Trustee created hereby shall terminate upon
the earlier of (a) the purchase by the Master Servicer or NIM Insurer (the
party exercising such purchase option, the "Terminator") of all of the
Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price
equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage
Loan in the Trust Fund (other than in respect of an REO Property), (ii)
accrued interest thereon at the applicable Mortgage Rate (or, if such
repurchase is effected by the Master Servicer, at the applicable Net Mortgage
Rate), (iii) the appraised value of any REO Property in the Trust Fund (up to
the Stated Principal Balance of the related Mortgage Loan), such appraisal to
be conducted by an appraiser mutually agreed upon by the Terminator and the
Trustee, (iv) any remaining unpaid costs and damages incurred by the Trust
Fund that arises out of an actual violation of any predatory or abusive
lending law or regulation and (v) if the Terminator is the NIM Insurer, any
unreimbursed Servicing Advances, and the principal portion of any unreimbursed
Advances, made on the Mortgage Loans prior to the exercise of such repurchase
and (b) the later of (i) the maturity or other liquidation (or any Advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund
and the disposition of all REO Property and (ii) the distribution to related
Certificateholders of all amounts required to be distributed to them pursuant
to this Agreement, as applicable. In no event shall the trusts created hereby
continue beyond the earlier of (i) the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James's, living on the
date hereof and (ii) the Latest Possible Maturity Date. If any such
termination will result in a Deficiency Amount on the Class 1-AF Policy, the
consent of the Class 1-AF Insurer will also be required prior to exercising
the option specified in clause (a) of this paragraph.

            The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall
be conditioned upon (1) the



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Stated Principal Balance of the Mortgage Loans, at the time of any such
repurchase, aggregating ten percent (10%) or less of the sum of the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans and the
Pre-Funded Amount, (2) unless the NIM Insurer otherwise consents, the purchase
price for such Mortgage Loans and REO Properties shall result in a final
distribution on any NIM Insurer guaranteed notes that is sufficient (x) to pay
such notes in full and (y) to pay any amounts due and payable to the NIM
Insurer pursuant to the indenture related to such notes and (3) unless the
Class 1-AF Insurer otherwise consents, the purchase price for such Mortgage
Loans and REO Properties shall result in a final distribution on the Class
1-AF Certificates and the Class 1-AF Insurer that is sufficient (x) to pay
such Class 1-AF Certificates in full (without the need of any Insured Payment)
and (y) to pay any amounts due and payable to the Class 1-AF Insurer pursuant
to the terms hereof and pursuant to the Class 1-AF Insurance and Indemnity
Agreement.

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

            The Swap Trust shall terminate on the earliest of (i) the Swap
Contract Termination Date, (ii) the reduction of the aggregate Certificate
Principal Balance of the Swap Certificates to zero and (iii) the termination
of this Agreement.

            Section 9.02 Final Distribution on the Certificates.

            If on any Determination Date, (i) the Master Servicer determines
that there are no Outstanding Mortgage Loans and no other funds or assets in
the Trust Fund other than the funds in the Certificate Account, the Master
Servicer shall direct the Trustee to send a final distribution notice promptly
to each related Certificateholder and the Class 1-AF Insurer or (ii) the
Trustee determines that a Class of Certificates shall be retired after a final
distribution on such Class, the Trustee shall notify the related
Certificateholders and the Class 1-AF Insurer within five (5) Business Days
after such Determination Date that the final distribution in retirement of
such Class of Certificates is scheduled to be made on the immediately
following Distribution Date. Any final distribution made pursuant to the
immediately preceding sentence will be made only upon presentation and
surrender of the related Certificates at the Corporate Trust Office of the
Trustee. If the Terminator elects to terminate pursuant to clause (a) of
Section 9.01, at least 20 days prior to the date notice is to be mailed to the
affected Certificateholders, such electing party shall notify the Depositor,
the Class 1-AF Insurer and the Trustee of the date such electing party intends
to terminate and of the applicable repurchase price of the related Mortgage
Loans and REO Properties.

            Notice of any termination, specifying the Distribution Date on
which related Certificateholders may surrender their Certificates for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to related Certificateholders mailed not earlier than the
10th day and no later than the 15th day of the month immediately preceding the
month of such final distribution. Any such notice shall specify (a) the
Distribution Date upon which final distribution on related Certificates will
be made upon presentation and surrender of such Certificates at the office
therein designated, (b) the amount of such final distribution, (c) the
location of the office or agency at which such presentation and surrender must
be made, and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable,



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distributions being made only upon presentation and surrender of such
Certificates at the office therein specified. The Terminator will give such
notice to each Rating Agency at the time such notice is given to the affected
Certificateholders.

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

            Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each affected Class and
the Class 1-AF Insurer the amounts allocable to such Certificates and the
Class 1-AF Insurer held in the Distribution Account (and, if applicable, the
Carryover Reserve Fund) in the order and priority set forth in Section 4.04
hereof on the final Distribution Date and in proportion to their respective
Percentage Interests. Notwithstanding the reduction of the Certificate
Principal Balance of any Class of Certificates to zero, such Class will be
outstanding hereunder (solely for the purpose of receiving distributions (if
any) to which it may be entitled pursuant to the terms of this Agreement and
not for any other purpose) until the termination of the respective obligations
and responsibilities of the Depositor, each Seller, the Master Servicer and
the Trustee hereunder in accordance with Article IX.

            In the event that any affected Certificateholders shall not
surrender related Certificates for cancellation within six months after the
date specified in the above mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
related Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the Trust Fund. If within one
year after the second notice all related Certificates shall not have been
surrendered for cancellation, the Class 1-AF Insurer, with respect to any
unpaid Class 1-AF Reimbursement Amounts (only to the extent of amounts
received in respect of the Group 1 Mortgage Loans), the Class A-R Certificates
shall be entitled to all unclaimed funds and other assets that remain subject
hereto.



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            Section 9.03 Additional Termination Requirements.

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

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

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

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

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

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



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                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment.

            This Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Sellers, the Trustee and the Co-Trustee with the
consent of the Class 1-AF Insurer (such consent not to be unreasonably
withheld) and the NIM Insurer, without the consent of any of the
Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement
any provisions herein, (iii) to conform this Agreement to the Prospectus
Supplement or the Prospectus, (iv) to modify, alter, amend, add to or rescind
any of the terms or provisions contained in this Agreement to comply with any
rules or regulations promulgated by the Securities and Exchange Commission
from time to time, or (v) to make such other provisions with respect to
matters or questions arising under this Agreement, as shall not be
inconsistent with any other provisions herein if such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder; provided that any such amendment shall
be deemed not to adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of the respective ratings then assigned to the Certificates (without regard to
the Class 1-AF Policy, in the case of the Class 1-AF Certificates), it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely
affect in any material respect the interests of the Certificateholders.
Notwithstanding the foregoing, no amendment that significantly changes the
permitted activities of the trust created by this Agreement may be made
without the consent of Certificateholders representing not less than 51% of
the Voting Rights of each Class of Certificates affected by such amendment.
Each party to this Agreement hereby agrees that it will cooperate with each
other party in amending this Agreement pursuant to clause (iv) above.

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

            This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Sellers, the Trustee and the Co-Trustee
with the consent of the NIM Insurer



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<PAGE>

and the Holders of each Class of Certificates affected thereby evidencing not
less than 51% of the Voting Rights of such Class, with the consent of the
Class 1-AF Insurer (such consent not to be unreasonably withheld), for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interests of the Holders of any Class of Certificates in a manner other than
as described in (i), without the consent of the Holders of Certificates of
such Class evidencing 66% or more of the Voting Rights of such Class, or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment without the consent of the Holders
of all such Certificates then outstanding.

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

            Notwithstanding any contrary provision of this Agreement, the
Class 1-AF Insurer's consent shall be deemed given to any proposed amendment
to this Agreement if it shall not have objected to such proposed amendment
within two Business Days of receipt of notice of the proposed amendment.

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

            Promptly after the execution of any amendment to this Agreement,
the Trustee shall furnish written notification of the substance of such
amendment to the Class 1-AF Insurer, the Swap Counterparty and, if the
amendment required the consent of Certificateholders, to each
Certificateholder and each Rating Agency.

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

            Nothing in this Agreement shall require the Trustee to enter into
an amendment without receiving an Opinion of Counsel, reasonably satisfactory
to the Trustee and the NIM Insurer that (i) such amendment is permitted and is
not prohibited by this Agreement and that all requirements for amending this
Agreement have been complied with; and (ii) either (A) the



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amendment does not adversely affect in any material respect the interests of
any Certificateholder or (B) the conclusion set forth in the immediately
preceding clause (A) is not required to be reached pursuant to this Section
10.01.

            Section 10.02 Recordation of Agreement; Counterparts.

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

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

            Section 10.03 Governing Law.

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

            Section 10.04 Intention of Parties.

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

            The Depositor for the benefit of the Certificateholders, the NIM
Insurer and the Swap Counterparty shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the assets of the Trust
Fund, such security interest would be deemed to be a perfected security



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interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. The Depositor shall arrange for filing
any Uniform Commercial Code continuation statements in connection with any
security interest granted or assigned to the Trustee for the benefit of the
Certificateholders and the Swap Counterparty.

            (b) The Depositor hereby represents that:

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

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

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

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

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

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

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

            It is understood and agreed that the representations and
warranties set forth in subsection (b) above shall survive delivery of the
Mortgage Files to the Co-Trustee. Upon discovery by the Depositor or the
Trustee of a breach of any of the foregoing representations and warranties set
forth in subsection (b) above, which breach materially and adversely affects
the interest of the Certificateholders or the Class 1-AF Insurer, the party
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shall give prompt written notice to the others, to the Class 1-AF Insurer and
to each Rating Agency.

            Section 10.05 Notices.

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

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

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

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

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

                  (5) The final payment to Certificateholders.

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

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

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

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

            (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: David A. Spector, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,
Attention: Paul Liu, or such other address as may be hereafter furnished to
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;
(v) in the case of the Master Servicer, Countrywide Home Loans Servicing LP,
7105 Corporate Drive, Plano, Texas 75024,



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facsimile number (805) 520-5623, Attention: Mark Wong or such other address as
may be hereafter furnished to the Depositor, the Sellers and the Trustee by
the Master Servicer in writing; (vi) in the case of the Trustee, The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention: Corporate
Trust MBS Administration, CWABS, Series 2006-11, or such other address as the
Trustee may hereafter furnish to the parties hereto; (vii) in the case of the
Co-Trustee, The Bank of New York Trust Company, N.A., 5730 Katella Avenue,
Cypress, California 90630, Attention: MBS Support Services, or such other
address as the Co-Trustee may be hereafter furnished to the Depositor, the
Master Servicer and the Trustee; (viii) in the case of the Rating Agencies,
(x) Moody's Investors Service, Inc., Attention: ABS Monitoring Department, 99
Church Street, Sixth Floor, New York, New York 10007, and (y) Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Attention:
Mortgage Surveillance Group, 55 Water Street, 41st Floor, New York, New York
10041; (ix) in the case of the Class 1-AF Insurer, Ambac Assurance
Corporation, One State Street Plaza, New York, New York 10004, Attention:
Consumer Asset-Backed Securities Group or such other address as may be
hereafter furnished by the Class 1-AF Insurer; and (x) in the case of the Swap
Counterparty, Bear Stearns Financial Products Inc., 383 Madison Avenue, New
York, New York 10179 Attention: DPC Manager, or such other address as may be
hereafter furnished by the Corridor Contract Counterparty or the Swap
Counterparty, as the case may be. Notices to Certificateholders shall be
deemed given when mailed, first postage prepaid, to their respective addresses
appearing in the Certificate Register.

            Section 10.06 Severability of Provisions.

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

            Section 10.07 Assignment.

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

            Section 10.08 Limitation on Rights of Certificateholders.

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

            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



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partners or members of an association; nor shall any Certificateholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

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

            Section 10.09 Inspection and Audit Rights.

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

            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.



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            Section 10.11 Rights of NIM Insurer.

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

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

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

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

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

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

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

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

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



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                                 ARTICLE XI.
                            EXCHANGE ACT REPORTING

            Section 11.01 Filing Obligations.

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

            Section 11.02 Form 10-D Filings.

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

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



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

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

            Section 11.03 Form 8-K Filings.

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

            Section 11.04 Form 10-K Filings.

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

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



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

            Section 11.05 Sarbanes-Oxley Certification.

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

            Section 11.06 Form 15 Filing.

            Prior to January 30 of the first year in which the Depositor is
able to do so under applicable law, the Depositor shall file a Form 15
relating to the automatic suspension of reporting in respect of the Trust Fund
under the Exchange Act.



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            Section 11.07 Report on Assessment of Compliance and Attestation.

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

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

                  (2) Each of the Master Servicer and the Trustee shall
      deliver to the Depositor, the Class 1-AF Insurer 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



                                     188
<PAGE>

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

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

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

            Section 11.08 Use of Subservicers and Subcontractors.

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

            (b) It shall not be necessary for the Master Servicer, any
Subservicer or the Trustee to seek the consent of the Depositor or any other
party hereto 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



                                     189
<PAGE>

Servicer, any Subservicer), specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB,
and (iii) which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant
to clause (ii) of this paragraph.

            As a condition to the utilization of any Subcontractor determined
to be a Reporting Subcontractor, the Master Servicer or the Trustee, as
applicable, shall cause any such Subcontractor used by such Person (or in the
case of the Master Servicer, any Subservicer) for the benefit of the Depositor
to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to
the same extent as if such Subcontractor were the Master Servicer (except with
respect to the Master Servicer's duties with respect to preparing and filing
any Exchange Act Reports or as the Certifying Person) or the Trustee, as
applicable. The Master Servicer or the Trustee, as applicable, shall be
responsible for obtaining from each Subcontractor and delivering to the
Depositor and the Master Servicer, any assessment of compliance and
attestation required to be delivered by such Subcontractor under Section 11.05
and Section 11.07, in each case as and when required to be delivered.

            Section 11.09 Amendments.

            In the event the parties to this Agreement desire to further
clarify or amend any provision of this Article XI, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Article XI pursuant to Section 10.01, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder, the Class 1-AF Insurer 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.



                                     190
<PAGE>


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

                                       CWABS, INC.,
                                          as Depositor


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


                                       COUNTRYWIDE HOME LOANS, INC.,
                                              as a Seller


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


                                       PARK MONACO INC.,
                                              as a Seller


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




                                       PARK SIENNA LLC,
                                              as a Seller


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

<PAGE>

                                       COUNTRYWIDE HOME LOANS SERVICING LP,
                                              as Master Servicer

                                       By:  COUNTRYWIDE GP, INC.


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


                                       THE BANK OF NEW YORK,
                                       as Trustee


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


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


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


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




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

<PAGE>

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

            On this ____ day of June, 2006, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be a Senior Vice President of Countrywide Home Loans,
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

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

                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

            On this ____ day of June, 2006, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of
satisfactory evidence to be a Senior Vice President of Countrywide GP, Inc., the
parent company of Countrywide Home Loans Servicing LP, one of the organizations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such limited partnership and acknowledged to me that
such limited partnership executed the within instrument.

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


                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

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

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


                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

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

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


                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

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

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


                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

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

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


                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

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

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


                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

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

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


                                                  -----------------------------
                                                           Notary Public


[Notarial Seal]

<PAGE>

                                                                    Exhibits A-1
                                                                    through A-19

                         [Exhibits A-1 through A-19 are
                 photocopies of such Certificates as delivered.]

                [See appropriate documents delivered at closing.]










                                      A-1
<PAGE>


                                                                       Exhibit B

                   Exhibit B-1 and Exhibit B-2 are photocopies
                    of the Class PF and Class PV Certificates
                                  as delivered.

                [See appropriate documents delivered at closing.]





                                      B-1
<PAGE>

                                                                       Exhibit C

                   Exhibit C-1 and Exhibit C-2 are photocopies
                    of the Class CF and Class CV Certificates
                                  as delivered.


                [See appropriate documents delivered at closing.]








                                      C-1
<PAGE>


                                                                       Exhibit D

                            Exhibit D is a photocopy
                          of the Class A-R Certificate
                                  as delivered.


                [See appropriate documents delivered at closing.]







                                      D-1
<PAGE>


                                                                       Exhibit E

                            Exhibit E is a photocopy
                      of the Tax Matters Person Certificate
                                  as delivered.

                [See appropriate documents delivered at closing.]










                                      E-1
<PAGE>


                                                             Exhibit F-1 and F-2

              [Exhibit F-1 and F-2 are schedules of Mortgage Loans]

         [Delivered to Trustee at closing and on file with the Trustee.]











                                      F-1
<PAGE>


                                   EXHIBIT G-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]

[Class 1-AF Insurer] (with respect to the Group 1 Mortgage Loans only)





      Re:   CWABS Asset-Backed Certificates, Series 2006-11

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of
New York Trust Company, N.A., as Co-Trustee, the undersigned, as Trustee, hereby
certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed in the attached list of
exceptions) the Co-Trustee has received:

            (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of ______________,
without recourse", or, if the original Mortgage Note has been lost or destroyed
and not replaced, an original lost note affidavit, stating that the original
Mortgage Note was lost or destroyed, together with a copy of the related
Mortgage Note; and

            (ii) a duly executed assignment of the Mortgage or a copy of such
assignment, in either case in the form permitted by Section 2.01 of the Pooling
and Servicing Agreement.

            Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of


                                     G-1-1
<PAGE>

the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.



                                     G-1-2
<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:



                                     G-1-3
<PAGE>


                                   EXHIBIT G-2

                    FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]

[Class 1-AF Insurer] (with respect to the Group 1 Mortgage Loans only)




            Re:   CWABS Asset-Backed Certificates, Series 2006-11

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of
New York Trust Company, N.A., as Co-Trustee, the undersigned hereby certifies
that[, with respect to the Subsequent Mortgage Loans delivered in connection
with the Subsequent Transfer Agreement, dated as of __________, 2006 (the
"Subsequent Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide
Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC,
as a Seller and The Bank of New York, as Trustee], except as listed in the
following paragraph, as to each [Initial Mortgage Loan][Subsequent Mortgage
Loan] listed in the [Mortgage Loan Schedule][Loan Number and Borrower
Identification Mortgage Loan Schedule] (other than any [Mortgage Loan][Loan
Number and Borrower Identification Mortgage Loan Schedule] paid in full or
listed on the attached list of exceptions) the Co-Trustee has received:

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

            (ii) 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

                                     G-2-1
<PAGE>

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

            (iii) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 2006-11, CWABS, Inc., by The Bank
of New York, a New York banking corporation, as trustee under the Pooling and
Servicing Agreement dated as of June 1, 2006, without recourse" or a copy of
such assignment, with recording information (each such assignment, when duly and
validly completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage to which
such assignment relates);

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

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

            (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and all
riders thereto or, in the event such original title policy has not been received
from the insurer, any one of an original title binder, an original preliminary
title report or an original title commitment, or a copy thereof certified by the
title company, with the original policy of title insurance to be delivered
within one year of the Closing Date.

            In the event that in connection with any [Initial Mortgage
Loan][Subsequent Mortgage Loan] that is not a MERS Mortgage Loan the applicable
Seller cannot deliver the original recorded Mortgage or all interim recorded
assignments of the Mortgage satisfying the requirements of clause (ii), (iii) or
(iv), as applicable, the Trustee has received, in lieu thereof, a true and
complete copy of such Mortgage and/or such assignment or assignments of the
Mortgage, as applicable, each certified by the applicable Seller, the applicable
title company, escrow agent or attorney, or the originator of such [Initial
Mortgage Loan][Subsequent Mortgage Loan], as the case may be, to be a true and
complete copy of the original Mortgage or assignment of Mortgage submitted for
recording.

            Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
[Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii) the information set
forth in items (i), (iv), (v), (vi), (viii), (ix) and (xvii) of the definition
of the "Mortgage Loan Schedule" in Section 1.01 of the Pooling and Servicing
Agreement accurately reflects information set forth in the Mortgage File.


                                     G-2-2
<PAGE>

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.




                                     G-2-3
<PAGE>



            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                                     The Bank of New York,
                                                            as Trustee



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



                                     G-2-4
<PAGE>


                                   EXHIBIT G-3

                      FORM OF DELAY DELIVERY CERTIFICATION

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]

[Class 1-AF Insurer] (with respect to the Group 1 Mortgage Loans only)




            Re:   CWABS Asset-Backed Certificates, Series 2006-11

Gentlemen:

            Reference is made to the Initial Certification of Trustee relating
to the above-referenced series, with the schedule of exceptions attached
thereto, delivered by the undersigned, as Trustee, on the Closing Date in
accordance with Section 2.02 of the Pooling and Servicing Agreement dated as of
June 1, 2006 (the "Pooling and Servicing Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, the undersigned, as Trustee, and The Bank of New York Trust
Company, N.A., as Co-Trustee. The undersigned hereby certifies that [, with
respect to the Subsequent Mortgage Loans delivered in connection with the
Subsequent Transfer Agreement, dated as of __________, 2006 (the "Subsequent
Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller
and The Bank of New York, as Trustee,] as to each Delay Delivery Mortgage Loan
listed on the Schedule A attached hereto (other than any [Initial Mortgage
Loan][Subsequent Mortgage Loan] paid in full or listed on Schedule B attached
hereto) it has received:

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

            (2) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-


                                     G-3-1
<PAGE>

Backed Certificates, Series 2006-11, CWABS, Inc., by The Bank of New York, a New
York banking corporation, as trustee under the Pooling and Servicing Agreement
dated as of June 1, 2006, without recourse" or a copy of such assignment, with
recording information (each such assignment, when duly and validly completed, to
be in recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which such assignment relates).

            Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any such
[Initial Mortgage Loan][Subsequent Mortgage Loan].

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                                     The Bank of New York,
                                                            as Trustee



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




                                     G-3-2

<PAGE>

                                   EXHIBIT G-4

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE
                           (SUBSEQUENT MORTGAGE LOANS)

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]

[Class 1-AF Insurer] (with respect to the Group 1 Mortgage Loans only)




            Re:   CWABS Asset-Backed Certificates, Series 2006-11

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of
New York Trust Company, N.A., as Co-Trustee, the undersigned hereby certifies
that, as to each Subsequent Mortgage Loan listed in the Loan Number and Borrower
Identification Mortgage Loan Schedule (other than any Subsequent Mortgage Loan
paid in full or listed in the attached list of exceptions) the Trustee has
received:

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

            (2) a duly executed assignment of the Mortgage or a copy of such
assignment with recording information, in either case in the form permitted by
Section 2.01 of the Pooling and Servicing Agreement.

            Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.


                                     G-4-1
<PAGE>

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Subsequent Mortgage
Loans identified on the Loan Number and Borrower Identification Mortgage Loan
Schedule or (ii) the collectibility, insurability, effectiveness or suitability
of any such Subsequent Mortgage Loan.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                                     The Bank of New York,
                                                            as Trustee



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



                                     G-4-2
<PAGE>


                                    EXHIBIT H

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Master Servicer]

[Sellers]

[Class 1-AF Insurer]


            Re:   CWABS Asset-Backed Certificates, Series 2006-11

Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of June 1, 2006 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of
New York Trust Company, N.A., as Co-Trustee, the undersigned hereby certifies
that[, with respect to the Subsequent Mortgage Loans delivered in connection
with the Subsequent Transfer Agreement, dated as of __________, 2006 (the
"Subsequent Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide
Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC,
as a Seller and The Bank of New York, as Trustee,] as to each [Initial Mortgage
Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] (other than any
[Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or listed on the
attached Document Exception Report) it has received:

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

            (ii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a copy
of such Mortgage, with recording information, and in the case of each [Initial
Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage Loan, the
original Mortgage or a copy of such Mortgage, with recording information, noting
the presence of the MIN of the [Initial Mortgage

                                      H-1

<PAGE>

Loan][Subsequent Mortgage Loan] and language indicating that the [Initial
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial Mortgage
Loan][Subsequent Mortgage Loan] is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded];

            (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2006-11, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of June 1, 2006, without recourse" or a copy of
such assignment, with recording information (each such assignment, when duly and
validly completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage to which
such assignment relates);

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

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

            (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and all
riders thereto or any one of an original title binder, an original preliminary
title report or an original title commitment, or a copy thereof certified by the
title company.

            If the public recording office in which a Mortgage or assignment
thereof is recorded has retained the original of such Mortgage or assignment,
the Trustee has received, in lieu thereof, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be true
and complete by such recording office.

            Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
(viii), (ix) and (xvii) of the definition of the "Mortgage Loan Schedule" in
Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any such
[Initial Mortgage Loan][Subsequent Mortgage Loan].


                                      H-2
<PAGE>



            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                                     The Bank of New York,
                                                        as Trustee



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


                                      H-3

<PAGE>


                                    EXHIBIT I

                TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF       )
               )  ss.:
COUNTY OF      )

            The undersigned, being first duly sworn, deposes and says as
follows:

            1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated as
of June 1, 2006 (the "Agreement"), by and among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park
Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master
Servicer, The Bank of New York, as Trustee, and The Bank of New York Trust
Company, N.A., as Co-Trustee. Capitalized terms used, but not defined herein or
in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.

            2. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986, nor is
it acting on behalf of or with plan assets of any such plan. The Transferee is,
as of the date hereof, and will be, as of the date of the Transfer, a Permitted
Transferee. The Transferee will endeavor to remain a Permitted Transferee for so
long as it retains its Ownership Interest in the Certificate. The Transferee is
acquiring its Ownership Interest in the Certificate for its own account.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)


                                     I-1-1
<PAGE>

            5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to which
the Transfer is to be made is not a Permitted Transferee.

            7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Class A-R Certificates.

            8. The Transferee's taxpayer identification number is _____.

            9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30).

            10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax. In addition, as the
holder of a noneconomic residual interest, the Transferee may incur tax
liabilities in excess of any cash flows generated by the interest and the
Transferee hereby represents that it intends to pay taxes associated with
holding the residual interest as they become due.

            11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the
transfer of the Class A-R Certificates to permit the Transferor to assess the
financial capability of the Transferee to pay such taxes.

                                      * * *


                                     I-1-2
<PAGE>


            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ____ day of _____________, 20__.

                                                     [NAME OF TRANSFEREE]


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


[Corporate Seal]

ATTEST:

-------------------------
[Assistant] Secretary

            Personally appeared before me the above-named _____________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the ____________ of the Transferee, and acknowledged that he executed the
same as his free act and deed and the free act and deed of the Transferee.

            Subscribed and sworn before me this ____ day of _______, 20__.



                                          -------------------------------------
                                                      NOTARY PUBLIC
                                          My Commission expires the ___ day of
                                                           , 20__.



                                     I-1-3
<PAGE>


                               Certain Definitions

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

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

            "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency or
political subdivision thereof.

            "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

            "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.


                                     I-1-4
<PAGE>



                        Section 5.02(c) of the Agreement

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

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

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

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

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


                                     I-1-5
<PAGE>

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

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


                                     I-1-6
<PAGE>


                                   EXHIBIT J-1

            FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                      Date:


CWABS, Inc.
as Depositor
4500 Park Granada
Calabasas, California  91302

The Bank of New York
as Trustee
101 Barclay Street
New York, New York  10286


            Re:      CWABS, Inc. Asset Backed
                     Certificates, Series 2006-11

Ladies and Gentlemen:

            In connection with our disposition of the Class A-R Certificates, we
certify that we have no knowledge that the Transferee is not a Permitted
Transferee. All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as of
June 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New York,
as Trustee, and The Bank of New York Trust Company, N.A., as Co-Trustee.

                                                     Very truly yours,



                                                     --------------------------
                                                     Name of Transferor


                                                     By: ______________________
                                                     Name:
                                                     Title:



                                     J-1-1
<PAGE>

                                   EXHIBIT J-2

                       FORM OF TRANSFEROR CERTIFICATE FOR
                              PRIVATE CERTIFICATES

                                      Date:


CWABS, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York  10286


            Re:      CWABS, Inc. Asset-Backed Certificates,
                     Series 2006-11, Class [   ]


Ladies and Gentlemen:

            In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to, or
solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner that
would be deemed, or taken any other action which would result in, a violation of
Section 5 of the Act. All capitalized terms used herein but not defined herein
shall have the meanings assigned to them in the Pooling and Servicing Agreement
dated as of June 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home
Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New
York, as Trustee, and The Bank of New York Trust Company, N.A., as Co-Trustee.

                                                     Very truly yours,


                                                     --------------------------
                                                     Name of Transferor


                                                     By: ______________________
                                                     Name:
                                                     Title:



                                     J-2-1
<PAGE>


                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                      Date:


CWABS, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
         as Trustee
101 Barclay St., 8W
New York, New York  10286


            Re:      CWABS, Inc. Asset-Backed Certificates,
                     Series 2006-11, Class [   ]


Ladies and Gentlemen:

            In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we are an "accredited investor," as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement, or using the assets of any such plan or arrangement to
effect such acquisition or (ii) if the Certificates have been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, (e) we are
acquiring the Certificates for investment for our own account and not with a
view to any distribution of such Certificates (but without prejudice to our
right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (g) below), (f) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any


                                      K-1
<PAGE>

Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement.

            All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as of
June 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New York,
as Trustee, and The Bank of New York Trust Company, N.A., as Co-Trustee.

                                                     Very truly yours,

                                                     --------------------------
                                                     Name of Transferee

                                                     By: ______________________
                                                          Authorized Officer



                                      K-2
<PAGE>


                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

                                      Date:


CWABS, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York  10286


            Re:      CWABS, Inc. Asset-Backed Certificates,
                     Series 2006-11, Class [   ]

Ladies and Gentlemen:

            In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement, or using the assets of any such plan or
arrangement to effect such acquisition or (ii) if the Certificates have been the
subject of an ERISA-Qualifying Underwriting, we are an insurance company which
is purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding
of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we
have not, nor has anyone acting on our behalf offered, transferred, pledged,
sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Securities Act or that would render the disposition of the


                                      L-1
<PAGE>

Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
(f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, understand that such Certificates may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the Securities Act.

            All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as of
June 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New York,
as Trustee, and The Bank of New York Trust Company, N.A., as Co-Trustee.

                                               Very truly yours,

                                               --------------------------------
                                               Name of Transferee

                                               By: ____________________________
                                                      Authorized Officer


                                      L-2
<PAGE>

                                                            ANNEX 1 TO EXHIBIT L


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

                  As indicated below, the undersigned is the President, Chief
            Financial Officer, Senior Vice President or other executive officer
            of the Buyer.

                  In connection with purchases by the Buyer, the Buyer is a
            "qualified institutional buyer" as that term is defined in Rule 144A
            under the Securities Act of 1933, as amended ("Rule 144A") because
            (i) the Buyer owned and/or invested on a discretionary basis either
            at least $100,000,000 in securities or, if Buyer is a dealer, Buyer
            must own and/or invest on a discretionary basis at least $10,000,000
            in securities (except for the excluded securities referred to below)
            as of the end of the Buyer's most recent fiscal year (such amount
            being calculated in accordance with Rule 144A and (ii) the Buyer
            satisfies the criteria in the category marked below.

            ___   Corporation, etc. The Buyer is a corporation (other than a
                  bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or
                  charitable organization described in Section 501(c)(3) of the
                  Internal Revenue Code of 1986, as amended.

            ___   Bank. The Buyer (a) is a national bank or banking institution
                  organized under the laws of any State, territory or the
                  District of Columbia, the business of which is substantially
                  confined to banking and is supervised by the State or
                  territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth of at least $25,000,000 as demonstrated in its
                  latest annual financial statements, a copy of which is
                  attached hereto.

            ___   Savings and Loan. The Buyer (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

            ___   Broker-dealer. The Buyer is a dealer registered pursuant to
                  Section 15 of the Securities Exchange Act of 1934.


                                      L-3
<PAGE>

            ___   Insurance Company. The Buyer is an insurance company whose
                  primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
                  commissioner or a similar official or agency of a State,
                  territory or the District of Columbia.

            ___   State or Local Plan. The Buyer is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Buyer is an employee benefit plan within the
                  meaning of Title I of the Employee Retirement Income Security
                  Act of 1974.

            ___   Investment Advisor. The Buyer is an investment advisor
                  registered under the Investment Advisors Act of 1940.

            ___   Small Business Investment Company. Buyer is a small business
                  investment company licensed by the U.S. Small Business
                  Administration under Section 301(c) or (d) of the Small
                  Business Investment Act of 1958.

            ___   Business Development Company. Buyer is a business development
                  company as defined in Section 202(a)(22) of the Investment
                  Advisors Act of 1940.

                  The term "securities" as used herein does not include (i)
            securities of issuers that are affiliated with the Buyer, (ii)
            securities that are part of an unsold allotment to or subscription
            by the Buyer, if the Buyer is a dealer, (iii) securities issued or
            guaranteed by the U.S. or any instrumentality thereof, (iv) bank
            deposit notes and certificates of deposit, (v) loan participations,
            (vi) repurchase agreements, (vii) securities owned but subject to a
            repurchase agreement and (viii) currency, interest rate and
            commodity swaps.

                  For purposes of determining the aggregate amount of securities
            owned and/or invested on a discretionary basis by the Buyer, the
            Buyer used the cost of such securities to the Buyer and did not
            include any of the securities referred to in the preceding
            paragraph, except (i) where the Buyer reports its securities
            holdings in its financial statements on the basis of their market
            value, and (ii) no current information with respect to the cost of
            those securities has been published. If clause (ii) in the preceding
            sentence applies, the securities may be valued at market. Further,
            in determining such aggregate amount, the Buyer may have included
            securities owned by subsidiaries of the Buyer, but only if such
            subsidiaries are consolidated with the Buyer in its financial
            statements prepared in accordance with generally accepted accounting
            principles and if the investments of such subsidiaries are managed
            under the Buyer's direction. However, such securities were not
            included if the Buyer is a majority-owned, consolidated subsidiary
            of another enterprise and the Buyer is not itself a reporting
            company under the Securities Exchange Act of 1934, as amended.

                  The Buyer acknowledges that it is familiar with Rule 144A and
            understands that the seller to it and other parties related to the
            Certificates are relying and


                                      L-4
<PAGE>

            will continue to rely on the statements made herein because one or
            more sales to the Buyer may be in reliance on Rule 144A.

                  Until the date of purchase of the Rule 144A Securities, the
            Buyer will notify each of the parties to which this certification is
            made of any changes in the information and conclusions herein. Until
            such notice is given, the Buyer's purchase of the Certificates will
            constitute a reaffirmation of this certification as of the date of
            such purchase. In addition, if the Buyer is a bank or savings and
            loan is provided above, the Buyer agrees that it will furnish to
            such parties updated annual financial statements promptly after they
            become available.

                                               --------------------------------
                                                        Print Name of Buyer


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


                                               Date:
                                                    ---------------------------

                                      L-5
<PAGE>

                                                            ANNEX 2 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties listed
in the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

      In connection with purchases by Buyer, the Buyer is a "qualified
      institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is
      an investment company registered under the Investment Company Act of 1940,
      as amended and (ii) as marked below, the Buyer alone, or the Buyer's
      Family of Investment Companies, owned at least $100,000,000 in securities
      (other than the excluded securities referred to below) as of the end of
      the Buyer's most recent fiscal year. For purposes of determining the
      amount of securities owned by the Buyer or the Buyer's Family of
      Investment Companies, the cost of such securities was used, except (i)
      where the Buyer or the Buyer's Family of Investment Companies reports its
      securities holdings in its financial statements on the basis of their
      market value, and (ii) no current information with respect to the cost of
      those securities has been published. If clause (ii) in the preceding
      sentence applies, the securities may be valued at market.

      ___   The Buyer owned $     in securities (other than the excluded
            securities referred to below) as of the end of the Buyer's most
            recent fiscal year (such amount being calculated in accordance
            with Rule 144A).

      ___   The Buyer is part of a Family of Investment Companies which owned
            in the aggregate $     in securities (other than the excluded
            securities referred to below) as of the end of the Buyer's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      The term "Family of Investment Companies" as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue
      of being majority owned subsidiaries of the same parent or because one
      investment adviser is a majority owned subsidiary of the other).

      The term "securities" as used herein does not include (i) securities of
      issuers that are affiliated with the Buyer or are part of the Buyer's
      Family of Investment Companies, (ii) securities issued or guaranteed by
      the U.S. or any instrumentality thereof, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase


                                      L-6
<PAGE>

      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps.

      The Buyer is familiar with Rule 144A and under-stands that the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates are relying and will continue to rely on the statements made
      herein because one or more sales to the Buyer will be in reliance on Rule
      144A. In addition, the Buyer will only purchase for the Buyer's own
      account.

      Until the date of purchase of the Certificates, the undersigned will
      notify the parties listed in the Rule 144A Transferee Certificate to which
      this certification relates of any changes in the information and
      conclusions herein. Until such notice is given, the Buyer's purchase of
      the Certificates will constitute a reaffirmation of this certification by
      the undersigned as of the date of such purchase.

                                            -----------------------------------
                                              Print Name of Buyer or Adviser


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


                                            IF AN ADVISER:



                                            -----------------------------------
                                                   Print Name of Buyer


                                            Date:
                                                 ------------------------------


                                      L-7
<PAGE>

                                    EXHIBIT M

                      FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

         Name of Mortgagor:               _____________________________________

         Master Servicer
         Loan No.:                        _____________________________________

Trustee

         Name:                            _____________________________________

         Address:                         _____________________________________

                                          _____________________________________

         Trustee
         Mortgage File No.:               _____________________________________

            The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 2006-11, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Document Release shall have the meanings given them in the Pooling
and Servicing Agreement dated as of June 1, 2006 (the "Pooling and Servicing
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a
Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
Home Loans Servicing LP, as Master Servicer, and The Bank of New York, as
Trustee.

( )   Mortgage Note dated ___________, ____, in the original principal sum of
      $________, made by __________________, payable to, or endorsed to the
      order of, the Trustee.

( )   Mortgage recorded on _________________ as instrument no. ________________
      in the County Recorder's Office of the County of ________________, State
      of _______________ in book/reel/docket _______________ of official records
      at page/image _____________.

( )   Deed of Trust recorded on _________________ as instrument no.
      ________________ in the County Recorder's Office of the County of
      ________________, State of _______________ in book/reel/docket
      _______________ of official records at page/image _____________.

( )   Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
      _________________ as instrument no. __________ in the County Recorder's
      Office of


                                      M-1
<PAGE>

      the County of __________, State of _______________ in book/reel/docket
      _______________ of official records at page/image _____________.

( )   Other documents, including any amendments, assignments or other
      assumptions of the Mortgage Note or Mortgage.

( )   ________________________________________________

( )   ________________________________________________

( )   ________________________________________________

( )   ________________________________________________

      The undersigned Master Servicer hereby acknowledges and agrees as follows:

            (1) The Master Servicer shall hold and retain possession of the
      Documents in trust for the benefit of the Trust Fund, solely for the
      purposes provided in the Pooling and Servicing Agreement.

            (2) The Master Servicer shall not cause or knowingly permit the
      Documents to become subject to, or encumbered by, any claim, liens,
      security interest, charges, writs of attachment or other impositions nor
      shall the Master Servicer assert or seek to assert any claims or rights of
      setoff to or against the Documents or any proceeds thereof.

            (3) The Master Servicer shall return each and every Document
      previously requested from the Mortgage File to the Trustee when the need
      therefor no longer exists, unless the Mortgage Loan relating to the
      Documents has been liquidated and the proceeds thereof have been remitted
      to the Certificate Account and except as expressly provided in the Pooling
      and Servicing Agreement.

            (4) The Documents and any proceeds thereof, including any proceeds
      of proceeds, coming into the possession or control of the Master Servicer
      shall at all times be earmarked for the account of the Trust Fund, and the
      Master Servicer shall keep the Documents and any proceeds separate and
      distinct from all other property in the Master Servicer's possession,
      custody or control.

                                               [Master Servicer]


                                               By __________________________


                                               Its _________________________


                                               Date: _________________, ____


                                      M-2
<PAGE>

                                    EXHIBIT N

                        FORM OF REQUEST FOR FILE RELEASE

                     OFFICER'S CERTIFICATE AND TRUST RECEIPT
                           ASSET-BACKED CERTIFICATES,
                                 Series 2006-11

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE PURCHASE PRICE FOR
SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE MORTGAGE LOANS HAVE BEEN LIQUIDATED AND
THE RELATED [INSURANCE PROCEEDS] [LIQUIDATION PROCEEDS] HAVE BEEN DEPOSITED
PURSUANT TO SECTION 3.13 OF THE POOLING AND SERVICING AGREEMENT.] [A REPLACEMENT
MORTGAGE LOAN HAS BEEN DELIVERED TO THE TRUSTEE IN THE MANNER AND OTHERWISE IN
ACCORDANCE WITH THE CONDITIONS SET FORTH IN SECTIONS 2.02 AND 2.03 OF THE
POOLING AND SERVICING AGREEMENT.]

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO SECTION
3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.

____________                        _____________________
                                    DATED:____________

/ /                                 VICE PRESIDENT
/ /                                 ASSISTANT VICE PRESIDENT


                                      N-1
<PAGE>

                                                                       Exhibit O

                            Exhibit O is a photocopy
                           of the Depository Agreement
                                  as delivered.

                [See appropriate documents delivered at closing.]

















                                      O-1
<PAGE>


                                    EXHIBIT P

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

            SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, 200[_]
(this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a New
York corporation, in its capacity as a seller under the Pooling and Servicing
Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware corporation,
in its capacity as a seller under the Pooling and Servicing Agreement ("Park
Monaco"), PARK SIENNA LLC, a Delaware limited liability company, in its capacity
as a seller under the Pooling and Servicing Agreement ("Park Sienna" and,
together with CHL and Park Monaco, the "Sellers") and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee");

            WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the Trustee,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New
York Trust Company N.A., as Co-Trustee, have entered in the Pooling and
Servicing Agreement, dated as of June 1, 2006 (the "Pooling and Servicing
Agreement"), relating to the CWABS, Inc. Asset-Backed Certificates, Series
2006-11 (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

                            FORM OF CLASS 1-AF 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 T


                OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                           ASSET-BACKED CERTIFICATES,
                                 Series 2006-11

                                     [Date]

Via Facsimile

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York  10286


Dear Sir or Madam:

            Reference is made to the Pooling and Servicing Agreement, dated as
of June 1, 2006, (the "Pooling and Servicing Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, The Bank of New York, as Trustee, and The Bank of New York
Trust Company, N.A., as Co-Trustee. Capitalized terms used herein shall have the
meanings ascribed to such terms in the Pooling and Servicing Agreement.

            __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further
certifies as follows:

            With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:

            1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;

            2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the
attached schedule using "Yes" or "No", received from the Mortgagor and deposited
in the Certificate Account;

            3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the
Principal Prepayment was waived by the Master Servicer, such waiver was, as
indicated on the attached schedule, based upon:

                  (i) the Master Servicer's determination that such waiver would
            maximize recovery of Liquidation Proceeds for such Mortgage Loan,
            taking into account the value of such Prepayment Charge, or


                                      T-1
<PAGE>

                  (ii)(A) the enforceability thereof is limited (1) by
            bankruptcy, insolvency, moratorium, receivership, or other similar
            law relating to creditors' rights generally or (2) due to
            acceleration in connection with a foreclosure or other involuntary
            payment, or (B) the enforceability is otherwise limited or
            prohibited by applicable law; and

            4. We certify that all amounts due in connection with the waiver of
a Prepayment Charge inconsistent with clause 3 above which are required to be
deposited by the Master Servicer pursuant to Section 3.20 of the Pooling and
Servicing Agreement, have been or will be so deposited.

                                           COUNTRYWIDE HOME LOANS, INC.,
                                            as Master Servicer


                                      T-2
<PAGE>

   SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED DURING THE
                           RELATED PREPAYMENT PERIOD


-------------------------------------------------------------------------------
Loan Number         Clause 2:  Yes/No             Clause 3:  (i) or (ii)
-------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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


                                      T-3
<PAGE>

                                    EXHIBIT U

                              FORM OF SWAP CONTRACT

                [See appropriate documents delivered at closing.]








                                      U-1
<PAGE>


                                   EXHIBIT V-1

                   FORM OF SWAP CONTRACT ASSIGNMENT AGREEMENT


                      [See document delivered at closing.]



                                     V-1-1
<PAGE>

                                   EXHIBIT V-2

                 FORM OF SWAP CONTRACT ADMINISTRATION AGREEMENT


                      [See document delivered at closing.]








                                     V-2-1

<PAGE>

                                   EXHIBIT W

                           FORM OF MONTHLY STATEMENT







                                      W-1

<PAGE>

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

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


<TABLE>
<CAPTION>
                                            Certificateholder Monthly Distribution Summary
-----------------------------------------------------------------------------------------------------------------------------------
                           Certificate              Pass                                              Current            Cumulative
                 Class         Rate     Beginning  Through     Principal     Interest       Total     Realized   Ending   Realized
Class  Cusip  Description      Type      Balance   Rate (%)  Distribution  Distribution  Distribution  Losses   Balance    Losses
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>    <C>          <C>          <C>        <C>       <C>           <C>           <C>          <C>       <C>      <C>









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















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


                                      W-2
<PAGE>

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

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


<TABLE>
<CAPTION>
                                      Principal Distribution Detail

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













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


















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


                                      W-3
<PAGE>

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

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


<TABLE>
<CAPTION>
                                                     Interest Distribution Detail

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













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

















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


                                      W-4
<PAGE>

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

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

<TABLE>
<CAPTION>
                               Current Payment Information
                                  Factors per $1,000

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













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
















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


                                      W-5
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

Pool Level Data

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

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




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

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


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

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

      Target Funding Balance
      Initial Funded Balance
      Initial Unfunded Balance

      Initial Unfunded Amounts are passed through as Principal.


                                      W-6
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                    Original Mortgage Details


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

                                                    Group [_]       Group [_]
      Original Aggregate Loan Count
      Original Stated Principal Balance
      Original Weighted Average Mortgage Rate
      Original Weighted Average Net Mortgage Rate
      Original Weighted Average Remaining Term


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

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

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

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

      Beginning Weighted Average Mortgage Rate
      Beginning Weighted Average Net Mortgage Rate

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


                                      W-7
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

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

      Interest Remittance Amount

                                                 Group [_]  Group [_]  Total

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

      Principal Remittance Amount

                                                 Group [_]  Group [_]  Total

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

      Total Principal and Interest Remittance


                                      W-8
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

-------------------------------------------------------------------------------
                              Distributable Amounts
-------------------------------------------------------------------------------

      Principal Distribution Amount

                                                 Group [_]  Group [_]  Total

      Principal Remittance Amount
      Extra Principal Distribution Amount
      Transfer from Prefunding Account Month 1
      Principal Distribution Amount

      Interest Funds

                                                 Group [_]  Group [_]  Total

      Interest Remittance
      Less:  Trustee Fee
      Interest Funds


-------------------------------------------------------------------------------
                                Servicer Advances
-------------------------------------------------------------------------------

                                                 Group [_]  Group [_]  Total

      Principal Advances
      Interest Advances
      Reimbursement for Principal & Interest Advances
      Reimbursement for Nonrecoverable Advances
      Total Advances


                                      W-9
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

-------------------------------------------------------------------------------
                                Fees of the Trust
-------------------------------------------------------------------------------

                                                 Group [_]  Group [_]  Total

      Gross Master Servicing Fee
      Net Master Servicing Fee
      Trustee Fee
      Total Net Loan Fees


-------------------------------------------------------------------------------
                           Mortgage Prepayment Details
-------------------------------------------------------------------------------

                                                 Group [_]  Group [_]  Total

      Principal Balance of Loans Paid in Full
      Prepayment Interest Excess
      Prepayment Interest Shortfall
      Compensating Interest
      Non-Supported Prepayment Interest Shortfall
      Prepayment Charges
      CPR %
      SMM %


-------------------------------------------------------------------------------
                                Loan Substitution
-------------------------------------------------------------------------------

                                                 Group [_]  Group [_]  Total

      Aggregate Stated of Principal Balances Removed
      Aggregate Stated of Principal Balance Added
      Aggregate Principal Substitution Shortfall Amount


                                      W-10
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

-------------------------------------------------------------------------------
                                 Trust Accounts
-------------------------------------------------------------------------------

               Certificate Account

                                                 Group [_]  Group [_]  Total

               Beginning Balance

Deposits       Principal Remittance
               Interest Remittance
               Prepayment Charges
               Total Deposits

Withdrawals    To the Master Servicer, any unpaid or unreimbursed Amounts
               To the Seller, any unpaid or unreimbursed Amounts
               To the Depositor, any unpaid or reimbursed Amounts
               To Terminate the Account
               To the Distribution Account

               Ending  Balance

               Distribution Account

               Beginning Balance

Deposits       From the Certificate Account
               Investment Income
               Total Deposit

Withdrawals    To the trustee, the Trustee Fee
               Payment of Prepayment Penalties to P Classes
               Principal and Interest Payments
               To Terminate the Distribution Account
               Total Withdrawals

               Ending Balance


                                      W-11
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                      Carryover Reserve Account

                      Beginning Balance

Deposits              [Class [__] Corridor Contract]
                      [________] Excess Cashflow, to pay shortfalls
                      [________] Excess Cashflow, to pay shortfalls

Withdrawals           [From [__] Corridor, to the [__] Class]
                      [From [__] Corridor, to the [__] Class]
                      [Reinvestment Income from [__] Corridor, to Class [__]

                      Ending Balance

                      NRC Payments to Classes are Detailed in the Interest
                      Summary

                      Principal Reserve Account

Deposits              Beginning Principal Reserve Balance
                      Deposits

Withdrawals           To Classes [__], [__], & AR
                      Ending Principal Reserve Balance


                                      W-12
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                      Credit Comeback Excess Account

Deposits              Beginning Balance
                      Credit Comeback Excess Amount

Withdrawals           To the [__] Classes
                      To the [__] Class, to restore Overcollateralization
                      To the [__] Classes, to cover Unpaid Realized Losses
                      To the [__] Class, interest income and leftover amounts
                      Ending Balance

                      Supplemental Prefunding Account

                      Beginning Balance
                      Deposits
                      Withdrawals
                      Ending Balance


                                      W-13
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

-------------------------------------------------------------------------------
                                   Loan Status
-------------------------------------------------------------------------------

            Delinquency Information

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                       30-59 Days                               60-89 Days                              90+ Days
           Count  Count %      Balance  Balance %  Count  Count %       Balance Balance %  Count  Count %      Balance  Balance %
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>          <C>      <C>        <C>    <C>           <C>     <C>        <C>    <C>          <C>      <C>
Group [_]
Group [_]

 Total

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

-----------------------------------------------------------------------------------------------------------------------------------
                       Foreclosure                              Bankruptcy                                REO
           Count  Count %      Balance  Balance %  Count  Count %       Balance Balance %  Count  Count %      Balance  Balance %
-----------------------------------------------------------------------------------------------------------------------------------
Group [_]
Group [_]

 Total

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


                                      W-14
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                Realized Loss Detail
-------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>                     <C>                         <C>
                                                      Group [_]                Group [_]                Total

     Current Period Realized Losses
     Cumulative Realized Losses
     Total Liquidated Loan Balance
     Total Liquidated Proceeds
     Subsequent Recoveries

     Group                       Loan ID    Liquidation Balance     Liquidation Proceeds        Realized Loss

     Group [_]

     Group [_]
</TABLE>


                                      W-15
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

Overcollateralization Details

                                        Group [_]   Group [_]    Total

OC Amount Beginning
OC Floor
OC Target Amount
OC Deficiency Amount Beginning
Excess Cashflow
Credit Comeback Excess Cashflow
Extra Principal Distribution Amount
OC Amount Ending
OC Deficiency Amount Ending
Ending Group Certificate Balances

Trigger Events

                                        Group [_]   Group [_]

Rolling Sixty-Day Delinq Rate
Passing Delinquency Test?
Cumulative Loss Rate
Passing Cumulative Loss Test?
Trigger Event
Stepdown Date


                                      W-16
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

   Subordination

   Credit Support                                    Original        Current
   --------------                                    --------        -------

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage


                                      W-17
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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


   Credit Support                                    Original        Current
   --------------                                    --------        -------

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage

   Class [__]
   Class [__]
   Percentage


                                      W-18
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                                    Group [_]

--------------------------------------------------------------------------
                               Number    Percent   Principal      Percent
          Update Face        of Items   of Items     Balance   of Balance
--------------------------------------------------------------------------
       0.00 -  25,000.00
  25,000.00 -  50,000.00
  50,000.00 -  75,000.00
  75,000.00 - 100,000.00
 100,000.00 - 125,000.00
 125,000.00 - 150,000.00
 150,000.00 - 175,000.00
 175,000.00 - 200,000.00
 200,000.00 - 225,000.00
 225,000.00 - 250,000.00
 250,000.00 - 275,000.00
 275,000.00 - 300,000.00
 300,000.00 - 325,000.00
 325,000.00 - 350,000.00
 350,000.00 - 375,000.00
 375,000.00 - 400,000.00
 400,000.00 - 425,000.00
 425,000.00 - 450,000.00
 450,000.00 - 475,000.00
 475,000.00 - 500,000.00
 500,000.00 - 525,000.00
 525,000.00 - 550,000.00
 550,000.00 - 575,000.00
 575,000.00 - 600,000.00
 600,000.00 - 625,000.00
 625,000.00 - 650,000.00
 650,000.00 - 675,000.00
 675,000.00 - 700,000.00
 700,000.00 - 725,000.00
 725,000.00 - 750,000.00
 750,000.00 - 775,000.00
 775,000.00 - 800,000.00
          >   800,000.00
--------------------------------------------------------------------------
        Wgt Ave / Total:
--------------------------------------------------------------------------


                                      W-19
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                                    Group [_]

-------------------------------------------------------------------------------
                                    Number    Percent   Principal      Percent
             Update Face          of Items   of Items     Balance   of Balance
-------------------------------------------------------------------------------
          0.00 -  25,000.00
     25,000.00 -  50,000.00
     50,000.00 -  75,000.00
     75,000.00 - 100,000.00
    100,000.00 - 125,000.00
    125,000.00 - 150,000.00
    150,000.00 - 175,000.00
    175,000.00 - 200,000.00
    200,000.00 - 225,000.00
    225,000.00 - 250,000.00
    250,000.00 - 275,000.00
    275,000.00 - 300,000.00
    300,000.00 - 325,000.00
    325,000.00 - 350,000.00
    350,000.00 - 375,000.00
    375,000.00 - 400,000.00
    400,000.00 - 425,000.00
    425,000.00 - 450,000.00
    450,000.00 - 475,000.00
    475,000.00 - 500,000.00
    500,000.00 - 525,000.00
    525,000.00 - 550,000.00
    550,000.00 - 575,000.00
    575,000.00 - 600,000.00
    600,000.00 - 625,000.00
    625,000.00 - 650,000.00
    650,000.00 - 675,000.00
    675,000.00 - 700,000.00
    700,000.00 - 725,000.00
    725,000.00 - 750,000.00
    750,000.00 - 775,000.00
    775,000.00 - 800,000.00
             >   800,000.00
    -------------------------------------------------------------------------
                         Wgt Ave / Total:
-----------------------------------------------------------------------------


                                      W-20
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                                    Group [_]
-----------------------------------------------------------------------
                             Number    Percent   Principal      Percent
       Issuance Coupon     of Items   of Items     Balance   of Balance
-----------------------------------------------------------------------
       < = -  5.0
       5.0 -  5.5
       5.5 -  6.0
       6.0 -  6.5
       6.5 -  7.0
       7.0 -  7.5
       7.5 -  8.0
       8.0 -  8.5
       8.5 -  9.0
       9.0 -  9.5
       9.5 - 10.0
      10.0 - 10.5
      10.5 - 11.0
      11.0 - 11.5
      11.5 - 12.0
      12.0 - 12.5
         >   12.5
  ---------------------------------------------------------------------
 Wgt Ave / Total:
-----------------------------------------------------------------------


                                      W-21
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                                    Group [_]

-------------------------------------------------------------------
                         Number    Percent   Principal      Percent
    Issuance Coupon    of Items   of Items     Balance   of Balance
-------------------------------------------------------------------
    < =    5.0
    5.0 -  5.5
    5.5 -  6.0
    6.0 -  6.5
    6.5 -  7.0
    7.0 -  7.5
    7.5 -  8.0
    8.0 -  8.5
    8.5 -  9.0
    9.0 -  9.5
    9.5 - 10.0
   10.0 - 10.5
   10.5 - 11.0
   11.0 - 11.5
   11.5 - 12.0
   12.0 - 12.5
      >   12.5
  -----------------------------------------------------------------
                    Wgt Ave / Total:
-------------------------------------------------------------------

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


                                      W-22
<PAGE>

             THE
           BANK OF
             NEW
            YORK

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

                                    Group [_]

-------------------------------------------------------------------------------
                        Number      Percent       Principal       Percent
    Update Term       of Items     of Items         Balance    of Balance
-------------------------------------------------------------------------------
    < =   120
    120 - 180
    180 - 300
    300 - 360
      >   360
-------------------------------------------------------------------------------

Wgt Ave / Total:
-------------------------------------------------------------------------------

                                    Group [_]

-------------------------------------------------------------------------------
                        Number      Percent       Principal       Percent
    Update Term       of Items     of Items         Balance    of Balance
-------------------------------------------------------------------------------
    < = - 120
    120 - 180
    180 - 300
    300 - 360
      >   360
-------------------------------------------------------------------------------

Wgt Ave / Total:
-------------------------------------------------------------------------------


                                      W-23
<PAGE>

                                   EXHIBIT X-1

                        FORM OF PERFORMANCE CERTIFICATION
                                  (Subservicer)


                          On File with the Trustee.



                                     X-1-1

<PAGE>


                                   EXHIBIT X-2

                        FORM OF PERFORMANCE CERTIFICATION
                                    (Trustee)

                          On File with the Trustee.



                                     X-2-1

<PAGE>

                                    EXHIBIT Y

                                     FORM OF
                      SERVICING CRITERIA TO BE ADDRESSED IN
                       ASSESSMENT OF COMPLIANCE STATEMENT

            The assessment of compliance to be delivered by [the Master
Servicer] [Trustee] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Applicable Servicing
                                          Servicing Criteria                                                    Criteria
----------------------------------------------------------------------------------------------------------------------------------
      Reference                                            Criteria
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                             <C>
                                               General Servicing Considerations
-----------------------                                                                                 --------------------------
                        Policies and procedures are instituted to monitor any performance or other
1122(d)(1)(i)           triggers and events of default in accordance with the transaction agreements.
-----------------------                                                                                 --------------------------
                        If any material servicing activities are outsourced to third parties,
                        policies and procedures are instituted to monitor the third party's
1122(d)(1)(ii)          performance and compliance with such servicing activities.
-----------------------                                                                                 --------------------------
                        Any requirements in the transaction agreements to maintain a back-up servicer
1122(d)(1)(iii)         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 terms
1122(d)(1)(iv)          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 days specified in the transaction
1122(d)(2)(i)           agreements.
-----------------------                                                                                 --------------------------
                        Disbursements made via wire transfer on behalf of an obligor or to an
1122(d)(2)(ii)          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
1122(d)(2)(iii)         made, reviewed and approved as specified in the transaction agreements.
-----------------------                                                                                 --------------------------
                        The related accounts for the transaction, such as cash reserve accounts or
                        accounts established as a form of overcollateralization, are separately
                        maintained (e.g., with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)          transaction agreements.
-----------------------                                                                                 --------------------------
                        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
1122(d)(2)(v)           meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                                 --------------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized access.
-----------------------                                                                                 --------------------------
</TABLE>


                                      Y-1
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Applicable Servicing
                                          Servicing Criteria                                                    Criteria
----------------------------------------------------------------------------------------------------------------------------------
      Reference                                            Criteria
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                             <C>
                        Reconciliations are prepared on a monthly basis for all asset-backed
                        securities related bank accounts, including custodial accounts and related
                        bank clearing accounts. These reconciliations are (A) mathematically
                        accurate; (B) prepared within 30 calendar days after the bank statement
                        cutoff date, or such other number of days specified in the transaction
                        agreements; (C) reviewed and approved by someone other than the person who
                        prepared the reconciliation; and (D) contain explanations for reconciling
                        items. These reconciling items are resolved within 90 calendar days of their
                        original identification, or such other number of days specified in the
1122(d)(2)(vii)         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
1122(d)(3)(i)           mortgage loans serviced by the Servicer.
-----------------------                                                                                 --------------------------
                        Amounts due to investors are allocated and remitted in accordance with
                        timeframes, distribution priority and other terms set forth in the
1122(d)(3)(ii)          transaction agreements.
-----------------------                                                                                 --------------------------
                        Disbursements made to an investor are posted within two business days to the
                        Servicer's investor records, or such other number of days specified in the
1122(d)(3)(iii)         transaction agreements.
-----------------------                                                                                 --------------------------
                        Amounts remitted to investors per the investor reports agree with cancelled
1122(d)(3)(iv)          checks, or other form of payment, or custodial bank statements.
-----------------------                                                                                 --------------------------
                                                  Pool Asset Administration
-----------------------                                                                                 --------------------------
                         Collateral or security on mortgage loans is maintained as required by the
1122(d)(4)(i)           transaction agreements or related mortgage loan documents.
-----------------------                                                                                 --------------------------
                        Mortgage loan and related documents are safeguarded as required by the
1122(d)(4)(ii)          transaction agreements
-----------------------                                                                                 --------------------------
                        Any additions, removals or substitutions to the asset pool are made, reviewed
                        and approved in accordance with any conditions or requirements in the
1122(d)(4)(iii)         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
1122(d)(4)(iv)          related mortgage loan documents.
-----------------------                                                                                 --------------------------
                        The Servicer's records regarding the mortgage loans agree with the Servicer's
1122(d)(4)(v)           records with respect to an obligor's unpaid principal balance.
-----------------------                                                                                 --------------------------
                        Changes with respect to the terms or status of an obligor's mortgage loans
                        (e.g., loan modifications or re-agings) are made, reviewed and approved by
                        authorized personnel in accordance with the transaction agreements and
1122(d)(4)(vi)          related pool asset documents.
-----------------------                                                                                 --------------------------
                        Loss mitigation or recovery actions (e.g., forbearance plans, modifications
                        and deeds in lieu of foreclosure, foreclosures and repossessions, as
                        applicable) are initiated, conducted and concluded in accordance with the
1122(d)(4)(vii)         timeframes or other requirements established by the transaction agreements.
-----------------------                                                                                 --------------------------
</TABLE>


                                      Y-2
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Applicable Servicing
                                          Servicing Criteria                                                    Criteria
----------------------------------------------------------------------------------------------------------------------------------
      Reference                                            Criteria
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                             <C>
                        Records documenting collection efforts are maintained during the period a
                        mortgage loan is delinquent in accordance with the transaction agreements.
                        Such records are maintained on at least a monthly basis, or such other period
                        specified in the transaction agreements, and describe the entity's activities
                        in monitoring delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency is deemed
1122(d)(4)(viii)        temporary (e.g., illness or unemployment).
-----------------------                                                                                 --------------------------
                        Adjustments to interest rates or rates of return for mortgage loans with
1122(d)(4)(ix)          variable rates are computed based on 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
1122(d)(4)(x)           specified in the transaction agreements.
-----------------------                                                                                 --------------------------
                        Payments made on behalf of an obligor (such as tax or insurance payments) are
                        made on or before the related penalty or expiration dates, as indicated on
                        the appropriate bills or notices for such payments, provided that such
                        support has been received by the servicer at least 30 calendar days prior to
                        these dates, or such other number of days specified in the transaction
1122(d)(4)(xi)          agreements.
-----------------------                                                                                 --------------------------
                        Any late payment penalties in connection with any payment to be made on
                        behalf of an obligor are paid from the servicer's funds and not charged to
                        the obligor, unless the late payment was due to the obligor's error or
1122(d)(4)(xii)         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
1122(d)(4)(xiii)        number of days specified in the transaction agreements.
-----------------------                                                                                 --------------------------
                        Delinquencies, charge-offs and uncollectible accounts are recognized and
1122(d)(4)(xiv)         recorded in accordance with the transaction agreements.
-----------------------                                                                                 --------------------------
                        Any external enhancement or other support, identified in Item 1114(a)(1)
                        through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
1122(d)(4)(xv)          transaction agreements.
----------------------------------------------------------------------------------------------------------------------------------

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



                                                     [NAME OF MASTER SERVICER]
                                                     [NAME OF TRUSTEE] [NAME OF
                                                     SUBSERVICER]


                                                     Date:    _________________




                                                     By:  _____________________
                                                     Name:
                                                     Title:


                                      Y-3
<PAGE>

                                    EXHIBIT Z


                       [FORM OF] LIST OF ITEM 1119 PARTIES


                           ASSET BACKED CERTIFICATES,
                                 Series 200_-__

                                     [Date]

-------------------------------------------------------------------------------
Party                 Contact Information
-------------------------------------------------------------------------------

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                                      Z-1
<PAGE>

                                   EXHIBIT AA

                                     FORM OF
                          SARBANES-OXLEY CERTIFICATION
                          (Replacement Master Servicer)

                             (On file with Trustee)



                                     AA-2-1

<PAGE>


                                   SCHEDULE I

            PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


         [Delivered to Trustee at closing and on file with the Trustee.]





                                     S-I-1
<PAGE>

                                                      SCHEDULE II

                                                  COLLATERAL SCHEDULE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                    Applicable
Characteristic                                        Section        Loan Group 1      Loan Group 2     Loan Group 3
-----------------------------------------------------------------------------------------------------------------------
Single-Family Detached Dwellings                    2.03(b)(32)         79.35%            76.72%           71.72%
<S>                                               <C>              <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings                       2.03(b)(32)         2.31%             4.16%             2.18%
-----------------------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units                          2.03(b)(32)         4.02%             5.10%             7.77%
-----------------------------------------------------------------------------------------------------------------------
High-Rise Condominium Units                         2.03(b)(32)         0.19%             0.41%             0.67%
-----------------------------------------------------------------------------------------------------------------------
Manufactured Housing                                2.03(b)(32)         0.14%             0.00%             0.06%
-----------------------------------------------------------------------------------------------------------------------
PUDs                                                2.03(b)(32)         13.99%            13.61%           17.61%
-----------------------------------------------------------------------------------------------------------------------
Earliest Origination Date                           2.03(b)(33)       9/18/2000          5/1/2005         10/7/1998
-----------------------------------------------------------------------------------------------------------------------
Prepayment Penalty                                  2.03(b)(35)         91.64%            66.56%           77.96%
-----------------------------------------------------------------------------------------------------------------------
Investor Properties                                 2.03(b)(36)         1.88%             1.86%             4.84%
-----------------------------------------------------------------------------------------------------------------------
Primary Residences                                  2.03(b)(36)         97.83%            97.65%           94.30%
-----------------------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate                        2.03(b)(48)         5.250%            4.074%           5.125%
-----------------------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate                       2.03(b)(48)        13.125%            13.241           15.000%
-----------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate              2.03(b)(48)         7.655%            7.806%           8.500%
-----------------------------------------------------------------------------------------------------------------------
Lowest Gross Margin                                 2.03(b)(51)          N/A              3.250%           0.125%
-----------------------------------------------------------------------------------------------------------------------
Highest Gross Margin                                2.03(b)(51)          N/A              7.990%           13.875%
-----------------------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin                       2.03(b)(51)          N/A              6.772%           7.266%
-----------------------------------------------------------------------------------------------------------------------
Date on or before which each Initial Mortgage
Loan has a Due Date                                 2.03(b)(52)        8/1/2006          8/1/2006         8/1/2006
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                       Adjustable Rate Mortgage
                                           Loans (other than
                                       Two-Year, Three-Year and                         Three-Year        Five-Year
                       Applicable      Five-Year Hybrid Mortgage   Two-Year Hybrid   Hybrid Mortgage       Hybrid
 Adjustment Date        Section                 Loans)              Mortgage Loans        Loans        Mortgage Loans
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>                          <C>               <C>               <C>
   Latest Next
 Adjustment Date      2.03(b)(34)               12/2006                 5/2008            4/2009           5/2011
-----------------------------------------------------------------------------------------------------------------------
</TABLE>







                                     S-II-1