CWABS Asset-Backed Certificates Trust 2007-4 – ‘8-K’ for 3/29/07 – EX-4.1

On:  Friday, 4/13/07, at 5:07pm ET   ·   For:  3/29/07   ·   Accession #:  905148-7-3201   ·   File #:  333-135846-21

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     21K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders   254    858K 
 3: EX-99.1     Miscellaneous Exhibit                                  8     59K 
 4: EX-99.2     Miscellaneous Exhibit                                 24     79K 
 5: EX-99.3     Miscellaneous Exhibit                                  3     14K 
 6: EX-99.4     Miscellaneous Exhibit                                  5     19K 
 7: EX-99.5     Miscellaneous Exhibit                                 11     49K 
 8: EX-99.6     Miscellaneous Exhibit                                 11     40K 

EX-4.1   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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                                                                 EXHIBIT 4.1

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

CWABS, INC.,  
Depositor 

COUNTRYWIDE HOME LOANS, INC., 
Seller  

PARK MONACO INC., 
Seller  

PARK SIENNA LLC,  
Seller  

COUNTRYWIDE HOME LOANS SERVICING LP,  
Master Servicer 

and 

THE BANK OF NEW YORK, 
Trustee 

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

POOLING AND SERVICING AGREEMENT 

Dated as of March 1, 2007 

ASSET-BACKED CERTIFICATES, SERIES 2007-4  

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                                               Table of Contents                                                

                                                                                                            Page

                                                  ARTICLE I.                                                    
                                                 DEFINITIONS                                                    
                                                                                                                
Section 1.01   Defined Terms...................................................................................5
Section 1.02   Certain Interpretive Provisions................................................................47

                                                  ARTICLE II.                                                   
                         CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES                           

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

                                                 ARTICLE III.                                                   
                                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                                  

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

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

                                                  ARTICLE IV.                                                   
                               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER                                

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

                                                  ARTICLE V.                                                    
                                               THE CERTIFICATES                                                 

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

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

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

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

                                                 ARTICLE VII.                                                   
                                    DEFAULT; TERMINATION OF MASTER SERVICER                                     

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

                                                 ARTICLE VIII.                                                  
                                            CONCERNING THE TRUSTEE                                              

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

                                                  ARTICLE IX.                                                   
                                                  TERMINATION                                                   

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

                                                  ARTICLE X.                                                    
                                           MISCELLANEOUS PROVISIONS                                             

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

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

                                                  ARTICLE XI.                                                   
                                            EXCHANGE ACT REPORTING                                              

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

Exhibits                                                                        
--------                                                                        

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EXHIBIT A          Forms of Certificates                                                      
     EXHIBIT A-1   Form of Class A-1A Certificate                                             
     EXHIBIT A-2   Form of Class A-1B Certificate                                             
     EXHIBIT A-3   Form of Class A-2 Certificate                                              
     EXHIBIT A-4   Form of Class A-3 Certificate                                              
     EXHIBIT A-5   Form of Class A-4W Certificate                                             
     EXHIBIT A-6   Form of Class A-5 Certificate                                              
     EXHIBIT A-7   Form of Class A-5W Certificate                                             
     EXHIBIT A-8   Form of Class A-6 Certificate                                              
     EXHIBIT A-9   Form of Class A-6W Certificate                                             
     EXHIBIT A-10  Form of Class M-1 Certificate                                              
     EXHIBIT A-11  Form of Class M-2 Certificate                                              
     EXHIBIT A-12  Form of Class M-3 Certificate                                              
     EXHIBIT A-13  Form of Class M-4 Certificate                                              
     EXHIBIT A-14  Form of Class M-5 Certificate                                              
     EXHIBIT A-15  Form of Class M-6 Certificate                                              
     EXHIBIT A-16  Form of Class M-7 Certificate                                              
     EXHIBIT A-17  Form of Class M-8 Certificate                                              
EXHIBIT B          Form of Class P Certificate                                                
EXHIBIT C          Form of Class C Certificate                                                
EXHIBIT D          Form of Class A-R Certificate                                              
EXHIBIT E          Form of Tax Matters Person Certificate                                     
EXHIBIT F          Mortgage Loan Schedule                                                     
     EXHIBIT F-1   List of Mortgage Loans                                                     
     EXHIBIT F-2   Mortgage Loans for which All or a Portion of a Related Mortgage File is not
                   Delivered to the Trustee on or prior to the Closing Date                   
EXHIBIT G          Forms of Certification of Trustee                                          

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

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

PRELIMINARY STATEMENT 

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

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

SUBSIDIARY REMIC:                                                   

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

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

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

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

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

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

(4) This Subsidiary REMIC Interest pays no principal.                           

(5) Beginning on the Distribution Date in April 2017 and ending after the       
Distribution Date in March 2037, the SR-C-40 Year Reserve Interest shall be     
entitled to a specific portion of the interest payable on each 40-Year          
Mortgage Loan. Specifically, the SR-C-40 Year Reserve Interest shall be         
entitled to a specific portion of the interest payable on the Stated Principal  
Balance of each 40-Year Mortgage Loan as of the Due Date in the month           
preceding the month of that Distribution Date (after giving effect to           
principal prepayments in the Prepayment Period related to that prior Due Date)  
at a per annum rate equal to 0.80% (the "40-Year Reserve Rate").                

(6) This Subsidiary REMIC Interest pays no interest.                            

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

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

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

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

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

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

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

MASTER REMIC                                                        

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

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

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

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

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

(3)   For each Interest Accrual Period the Class C Certificates are entitled    
 to an amount (the "Class C Distributable Amount") equal to the sum of
   (a) the interest payable on the SR-C Interest, (b) the interest payable
   on the SR-C-40 Year Reserve Interest and (c) a specified portion of the
  interest payable on each Subsidiary REMIC Regular Interest (other than
    the SR-$100, SR-C, SR-C-40 Year Reserve and SR-P Interests) equal to the
excess of the Pass-Through Rate for such Class of Subsidiary REMIC  
  Regular Interest over the Pass-Through Rate of the Corresponding Class
of Master REMIC Certificates. The Pass-Through Rate of the Class C  
    Certificates shall be a rate sufficient to entitle it to an amount equal
   to all interest accrued on the Mortgage Loans less the interest accrued
on the other interests issued by the Master REMIC. The Class C      
  Distributable Amount for any Distribution Date is payable from current
interest on the Mortgage Loans and any related Overcollateralization
Reduction Amount for that Distribution Date.                        

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

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

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

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ARTICLE I.  
DEFINITIONS   

Section 1.01 Defined Terms.                             

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

40-Year Target Schedule: Schedule III hereto.           

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

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

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

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

      Accrual Period: With respect to any Distribution Date and each
Class of Adjustable Rate Certificates, the period commencing on the             
immediately preceding Distribution Date (or, in the case of the first           
Distribution Date, the Closing Date) and ending on the day immediately          
preceding such Distribution Date. With respect to any Distribution Date and     
each Class of Fixed Rate Certificates and the Class C Certificates, the         
calendar month preceding the month in which such Distribution Date occurs. All  
calculations of interest on the Adjustable Rate Certificates will be made on    
the basis of the actual number of days elapsed in the related Accrual Period    
and on a 360-day year. All calculations of interest on the Fixed Rate           
Certificates and Class C Certificates will be made on the basis of a 360-day    
year consisting of twelve 30-day months.                                        

       Additional Designated Information: As defined in Section 11.02.

  Adjustable Rate Certificates: The Class A-1A Certificates.

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

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

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

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

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

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

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

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

Bankruptcy Code: Title 11 of the United States Code.    

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

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

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

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

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

Capitalized Interest Deposit: $743,244.02.              

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

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

         Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.07 in the name of     
the Trustee for the benefit of the Certificateholders and designated "The Bank  
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed        
Certificates, Series 2007-4". Funds in the Carryover Reserve Fund shall be      
held in trust for the Certificateholders for the uses and purposes set forth    
in this Agreement.                                                              

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          Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as      
Exhibits A-1 through A-17, Exhibit B, Exhibit C, Exhibit D and Exhibit E.       

      Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a  
depository institution in the name of the Master Servicer for the benefit of    
the Trustee on behalf of the Certificateholders and the Certificate Insurer     
and designated "Countrywide Home Loans Servicing LP in trust for registered     
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2007-4". Funds in     
the Certificate Account shall be held in trust for the Certificateholders and   
the Certificate Insurer for the uses and purposes set forth in this Agreement.  

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

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

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

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

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

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

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

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

Certification Party: As defined in Section 11.05.       

Certifying Person: As defined in Section 11.05.         

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal        
Balance of the Class A Certificates immediately prior to such Distribution      
Date, over (2) the lesser of (x) 64.00% of the aggregate Stated Principal       
Balance of the Mortgage Loans for such Distribution Date and (y) the aggregate  
Stated Principal Balance of the Mortgage Loans for such Distribution Date       
minus the OC Floor.                                                             

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

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

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

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

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

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

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

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

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

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

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

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

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

Closing Date: March 29, 2007.                           

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

Collateral Schedule: Schedule II hereto.                

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

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

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

       Corporate Trust Office: The designated office of the Trustee in
the State of New York where at any particular time its corporate trust          
business with respect to this Agreement shall be administered, which office at  
the date of the execution of this Agreement is located at                       

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

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

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

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

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

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

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

Corridor Contract Guarantor: Swiss Reinsurance Company. 

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

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

     Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.08 in     
the name of the Trustee for the benefit of the Certificateholders and the       
Certificate Insurer and designated "The Bank of New York in trust for           
registered Holders of CWABS, Inc., Asset-Backed Certificates, Series 2007-4".   
Funds in the Credit Comeback Excess Account shall be held in trust for the      
Certificateholders and the Certificate Insurer for the uses and purposes set    
forth in this Agreement.                                                        

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

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

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

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

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

Distribution Date                    Percentage                                 

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

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

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

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

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

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

Definitive Certificates: As defined in Section 5.06.    

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

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

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

Class                       Percentage      

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Escrow Account: As defined in Section 3.06 hereof.      

Event of Default: As defined in Section 7.01 hereof.    

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

Excess Deposit: As defined in Section 8.11 hereof       

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

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

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

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

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

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

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

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

       Final Maturity Funding Cap: For any Distribution Date beginning
with the Distribution Date in April 2017, the least of (i) the aggregate        
Certificate Principal Balance of the Interest-Bearing Certificates immediately  
prior to that Distribution Date, (ii) the aggregate Stated Principal Balance    
of all outstanding 40-Year Mortgage Loans as of the first day of the related    
Due Period (after giving effect to Principal Prepayments received during the    
Prepayment Period that ends during such Due Period) and (iii) $16,890,617.      

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

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

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

          Final Maturity Reserve Fund: The separate Eligible Account created
and initially maintained by the Trustee pursuant to Section 4.10 in the name    
of the Trustee for the benefit of the Certificateholders and designated "The    
Bank of New York in trust for registered Holders of CWABS, Inc., Asset-Backed   
Certificates, Series 2007-3". Funds in the Final Maturity Reserve               

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

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

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

Fiscal Agent: As defined in the FSA Policy.             

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

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

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

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

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

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

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

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

         Funding Period: The period from the Closing Date to and including
the earlier to occur of (x) the date the amount in the Pre-Funding Account is   
less than $175,000 and (y) May 24, 2007.                                        

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

    Guaranteed Certificateholders: The Holders of the Guaranteed
Certificates.                                                                   

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

Guaranteed Distributions: As defined in the FSA Policy. 

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

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

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

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

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

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

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

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

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

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

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

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

  Interest Funds: With respect to any Distribution Date, the
Interest Remittance Amount for such Distribution Date, less the Trustee Fee     
for such Distribution Date.                                                     

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

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

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

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

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

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

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

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

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

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

Master REMIC: As defined in the Preliminary Statement.  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)   the loan number;                                  

(ii)  the Appraised Value;                              

(iii) the maturity date;                                

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(iv) the original principal balance;        

(v) the Cut-off Date Principal Balance;     

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

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

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

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

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

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

(xii) the purpose of the Mortgage Loan;     

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

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

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

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

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

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

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

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

       Mortgaged Property: The underlying property securing a Mortgage
Loan.                                                                           

Mortgagor: The obligors on a Mortgage Note.             

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

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

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

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

Net Rate Cap: For each Distribution Date:               

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

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    reflecting the calculation of interest on the basis of the actual number
 of days elapsed during the related Accrual Period and a 360-day year,
and                                                                 

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

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

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

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

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

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

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

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as the case may be, as required by this Agreement, or (iv) in the case of any   
other Person, signed by an authorized officer of such Person.                   

   One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate determined by the Trustee on the         
related Interest Determination Date on the basis of the rate for U.S. dollar    
deposits for one month as quoted on the Bloomberg Terminal on such Interest     
Determination Date; provided that the parties hereto acknowledge that           
One-Month LIBOR calculated for the first Accrual Period for the Adjustable      
Rate Certificates shall equal 5.32000% per annum. If such rate is not quoted    
on the Bloomberg Terminal (or if such service is no longer offered, such other  
service for displaying One-Month LIBOR or comparable rates as may be            
reasonably selected by the Trustee), One-Month LIBOR for the applicable         
Accrual Period for the Adjustable Rate Certificates will be the Reference Bank  
Rate. If no such quotations can be obtained by the Trustee and no Reference     
Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to   
the preceding Accrual Period for the Adjustable Rate Certificates.              

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

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

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

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

OTS: The Office of Thrift Supervision.                  

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

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

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

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

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

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

Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal to 4.05% of   
the sum of the aggregate Cut-off Date Principal Balance of the Initial          
Mortgage Loans and the Pre-Funded Amount and (b) on or after the Stepdown       
Date, the greater of (i) an amount equal to 8.10% of the aggregate Stated       
Principal Balance of the Mortgage Loans for the current Distribution Date and   
(ii) the OC Floor; provided, however, that if a Trigger Event is in effect on   
any Distribution Date, the Overcollateralization Target Amount will be the      
Overcollateralization Target Amount as in effect for the prior Distribution     
Date.                                                                           

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

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

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

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

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

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

        Pass-Through Margin: With respect to the Class A-1A Certificates
means 0.120%.                                                                   

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

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

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

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

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

Performance Certification: As defined in Section 11.05. 

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

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

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

         (iii) commercial or finance company paper which is then receiving
 the highest commercial or finance company paper rating of each Rating
Agency, or such lower rating as each Rating Agency has confirmed in 
writing is sufficient for the ratings originally assigned to the    
    Certificates by such Rating Agency (without regard to the FSA Policy, in
the case of the Guaranteed Certificates);                           

          (iv) certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company   
    incorporated under the laws of the United States or of any state thereof
and subject to supervision and examination by federal and/or state  
    banking authorities, provided that the commercial paper and/or long term
unsecured debt obligations of such depository institution or trust  
company (or in the case of the principal depository institution in a
    holding company system, the commercial paper or long-term unsecured debt
    obligations of such holding company, but only if Moody's is not a Rating
   Agency) are then rated one of the two highest long-term and the highest
 short-term ratings of each such Rating Agency for such securities, or
such lower ratings as each Rating Agency has confirmed in writing is
 sufficient for the ratings originally assigned to the Certificates by
    such Rating Agency (without regard to the FSA Policy, in the case of the
Guaranteed Certificates);                                           

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

       (vi) securities (other than stripped bonds, stripped coupons or
instruments sold at a purchase price in excess of 115% of the face  
amount thereof) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any 
    state thereof which, at the time of such investment, have one of the two
highest long term ratings of each Rating Agency (except (x) if the  
 Rating Agency is Moody's, such rating shall be the highest commercial
paper rating of S&P for any such securities) and (y), or such lower 
   rating as each Rating Agency has confirmed in writing is sufficient for
the ratings originally assigned to the Certificates by such Rating  
   Agency (without regard to the FSA Policy, in the case of the Guaranteed
Certificates);                                                      

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     (vii) interests in any money market fund which at the date of
  acquisition of the interests in such fund and throughout the time such
interests are held in such fund has the highest applicable long term
   rating by each Rating Agency or such lower rating as each Rating Agency
has confirmed in writing is sufficient for the ratings originally   
 assigned to the Certificates by such Rating Agency (without regard to
the FSA Policy, in the case of the Guaranteed Certificates);        

         (viii) short term investment funds sponsored by any trust company
or national banking association incorporated under the laws of the  
   United States or any state thereof which on the date of acquisition has
   been rated by each Rating Agency in their respective highest applicable
    rating category or such lower rating as each Rating Agency has confirmed
in writing is sufficient for the ratings originally assigned to the 
    Certificates by such Rating Agency (without regard to the FSA Policy, in
the case of the Guaranteed Certificates); and                       

 (ix) such other relatively risk free investments having a
specified stated maturity and bearing interest or sold at a discount
  acceptable to each Rating Agency as will not result in the downgrading
or withdrawal of the rating then assigned to the Certificates by any
Rating Agency (without regard to the FSA Policy, in the case of the 
   Guaranteed Certificates), as evidenced by a signed writing delivered by
each Rating Agency, and reasonably acceptable to the NIM Insurer, as
evidenced by a signed writing delivered by the NIM Insurer;         

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

          Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality    
of any of the foregoing, (ii) a foreign government, International Organization  
or any agency or instrumentality of either of the foregoing, (iii) an           
organization (except certain farmers' cooperatives described in section 521 of  
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including   
the tax imposed by section 511 of the Code on unrelated business taxable        
income) on any excess inclusions (as                                            

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

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

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

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

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

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

      Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee   
for the benefit of the Certificateholders and the Certificate Insurer and       
designated "The Bank of New York, in trust for registered holders of CWABS,     
Inc., Asset-Backed Certificates, Series 2007-4." Funds in the Pre-Funding       
Account shall be held in trust for the Certificateholders for the uses and      
purposes set forth in this Agreement and shall not be a part of any REMIC       
created hereunder, provided, however that any investment income earned from     
Permitted Investments made with funds in the Pre-Funding Account will be for    
the account of CHL.                                                             

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

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

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

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

(i) the Mortgage Loan identifying number;   

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

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

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

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

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

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

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

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

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

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

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

        Principal Distribution Amount: With respect to each Distribution
Date, the sum of (i) the Principal Remittance Amount for such Distribution      
Date, (ii) the Extra Principal Distribution Amount for such Distribution Date,  
and (iii) with respect to the Distribution Date immediately following the end   
of the Funding Period, the amount, if any, remaining in the Pre-Funding         
Account at the end of the Funding Period (net of any investment income          
therefrom), minus (iv) any Overcollateralization Reduction Amount.              

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

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

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         Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of     
the Trustee for the benefit of the Certificateholders and designated "The Bank  
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed        
Certificates, Series 2007-4". Funds in the Principal Reserve Fund shall be      
held in trust for the Certificateholders for the uses and purposes set forth    
in this Agreement.                                                              

   Private Certificates: The Class C and Class P Certificates.

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

        Prospectus Supplement: The prospectus supplement dated March 28,
2007, relating to the public offering of the certain Classes of Certificates    
offered thereby.                                                                

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

PUD: A Planned Unit Development.                        

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

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

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

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

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

    Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple   
of 0.03125%) of the offered rates for United States dollar deposits for one     
month that are quoted by the Reference Banks as of 11:00 a.m., New York City    
time, on the related Interest Determination Date to prime banks in the London   
interbank market for a period of one month in amounts approximately equal to    
the outstanding aggregate Certificate Principal Balance of the Adjustable Rate  
Certificates on such Interest Determination Date, provided that at least two    
such Reference Banks provide such rate. If fewer than two offered rates         
appear, the Reference Bank Rate will be the arithmetic mean (rounded upwards,   
if necessary, to the nearest whole multiple of 0.03125%) of the rates quoted    
by one or more major banks in New York City, selected by the Trustee, as of     
11:00 a.m., New York City time, on such date for loans in U.S. dollars to       
leading European banks for a period of one month in amounts approximately       
equal to the aggregate Certificate Principal Balance of the Adjustable Rate     
Certificates on such Interest Determination Date.                               

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

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

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

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

Relief Act: The Servicemembers Civil Relief Act.        

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

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

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

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

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

        (a) entry into a definitive agreement related to the Trust Fund,
the Certificates or the Mortgage Loans, or an amendment to a Transaction        
Document, even if the Depositor is                                              

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

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

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

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

(e) any amendment to this Agreement;                    

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

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

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

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

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

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

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

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

Required Distributions: As defined in the FSA Policy.   

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

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

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

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

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

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

  Sarbanes-Oxley Certification: As defined in Section 11.05.

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

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

      Seller Interest Shortfall Payment: With respect to any Initial
Mortgage Loan that does not have a first payment date on or before the Due      
Date in the month of the first Distribution Date or any Subsequent Mortgage     
Loan that does not have a first payment date on                                 

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or before the Due Date in the month immediately following the related           
Subsequent Transfer Date, an amount equal to one month's interest at the        
related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of that    
Mortgage Loan.                                                                  

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

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

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

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

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

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

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

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

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

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

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

        Stepdown Date: The earlier to occur of (a) the Distribution Date
following the Distribution Date on which the aggregate Certificate Principal    
Balance of the Senior Certificates is reduced to zero, and (b) the later to     
occur of (x) the Distribution Date in April 2010 and (y) the first              
Distribution Date on which the aggregate Certificate Principal Balance of the   
Senior Certificates (after calculating anticipated distributions on such        
Distribution Date) is less than or equal to 64.00% of the aggregate Stated      
Principal Balance of the Mortgage Loans for such Distribution Date.             

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subservicer: As defined in Section 3.02(a).             

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

  Subsidiary REMIC: As defined in the Preliminary Statement.

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

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

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

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

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

Termination Price: As defined in Section 9.01.          

Terminator: As defined in Section 9.01.                 

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

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

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

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

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

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

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

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

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

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

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

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

      Underwriters: Countrywide Securities Corporation and Greenwich
Capital Markets, Inc.                                                           

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

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

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

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

Section 1.02 Certain Interpretive Provisions.           

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

ARTICLE II.   
CONVEYANCE OF MORTGAGE LOANS; 
REPRESENTATIONS AND WARRANTIES  

Section 2.01 Conveyance of Mortgage Loans.              

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              (iii) in the case of each Mortgage Loan that is not a MERS
    Mortgage Loan, a duly executed assignment of the Mortgage to
      "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The
          Bank of New York, a New York banking corporation, as trustee under
      the Pooling and Servicing Agreement dated as of March 1, 2007,
      without recourse" or a copy of such assignment, with recording
 information, (each such assignment, when duly and validly
        completed, to be in recordable form and sufficient to effect the
     assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);             

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

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

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

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

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

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

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

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

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

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

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

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

 Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(34) [RESERVED].                            

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(50) [RESERVED].                            

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

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

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

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

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

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

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

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

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

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(determined pursuant to the REMIC Provisions) or (ii) the time the  
contract is transferred to the purchaser.                           

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.04 Representations and Warranties of the Depositor.

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

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

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

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

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

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

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

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

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

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

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

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

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

 Section 2.06 Authentication and Delivery of Certificates.

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

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

Section 2.07 Covenants of the Master Servicer.          

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

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

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

ARTICLE III.  
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS  

Section 3.01 Master Servicer to Service Mortgage Loans. 

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

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

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

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

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

       In the event that a shortfall in any collection on or liability
with respect to any Mortgage Loan results from or is attributable to            
adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances  
that were made by the Master Servicer in a manner not consistent with the       
terms of the related Mortgage Note and this Agreement, the Master Servicer,     
upon discovery or receipt of notice thereof, immediately shall deliver to the   
Trustee for deposit in the Distribution Account from its own funds the amount   
of any such shortfall and shall indemnify and hold harmless the Trust Fund,     
the Trustee, the Depositor and any successor                                    

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

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

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

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

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

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

Section 3.04 Trustee to Act as Master Servicer.         

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

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

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

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

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

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

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

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

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

(3) all Insurance Proceeds;                 

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

(5) all Compensating Interest;              

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    (g) The Master Servicer shall give at least 30 days' advance
notice to the Trustee, each Seller, each Rating Agency and the Depositor of     
any proposed change of location of the Certificate Account prior to any change  
thereof. The Trustee shall give at least 30 days' advance notice to the Master  
Servicer, each Seller, each Rating Agency and the Depositor of any              

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proposed change of the location of the Distribution Account, the Pre-Funding    
Account, the Capitalized Interest Account or the Carryover Reserve Fund prior   
to any change thereof.                                                          

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

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

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

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

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

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

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

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

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

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

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

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

(iii) [Reserved];                           

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.09 [Reserved].                                

Section 3.10 Maintenance of Hazard Insurance.           

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c) [Reserved].                                         

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

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

     Section 3.13 Trustee to Cooperate; Release of Mortgage Files.

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

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

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

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

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

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Section 3.15 Servicing Compensation.                    

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

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

Section 3.16 Access to Certain Documentation.           

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

Section 3.17 Annual Statement as to Compliance.         

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

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

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

Section 3.18 [Reserved.]                                

Section 3.19 The Corridor Contract.                     

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

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

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

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

Section 3.20 Prepayment Charges.                        

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

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

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

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

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shall cure the breach in all material respects or shall pay into the            
Certificate Account the amount of the Prepayment Charge that would otherwise    
be due from the Mortgagor, less any amount representing such Prepayment Charge  
previously collected and paid by the Master Servicer into the Certificate       
Account.                                                                        

Section 3.21 [Reserved].                                

ARTICLE IV.   
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER 

Section 4.01 Advances; Remittance Reports.              

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

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

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

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

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

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

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

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

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Section 4.03 [Reserved].                                

Section 4.04 Distributions.                             

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

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

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

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

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

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

        (b) On each Distribution Date, the Principal Distribution Amount
for such Distribution Date shall be distributed by the Trustee from the         
Distribution Account in the following order:                                    

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

          (A) to the Class A Certificates and to the Certificate
    Insurer, in the order and amounts set forth in clause (3)(A)
below, and                                              

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

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

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

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

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

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

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

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

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

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

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

(b) sequentially:               

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

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

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

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

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

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

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

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

(b) sequentially:               

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

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

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

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

(b) sequentially:               

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Subject to Section 9.02 hereof respecting the final 
distribution, on each Distribution Date the Trustee shall make distributions    
to each Certificateholder of record on the preceding Record Date either by      
wire transfer in immediately available funds to the account of such Holder at   
a bank or other entity having appropriate facilities therefor, if (i) such      
Holder has so notified the Trustee at least five Business Days prior to the     
related Record Date and (ii) such Holder shall hold Regular Certificates with   
an aggregate initial Certificate Principal Balance of not less than $1,000,000  
or evidencing a Percentage Interest aggregating 10% or more with respect to     
such Class or, if not, by check mailed by first class mail to such              
Certificateholder at the address of such Holder appearing in the Certificate    
Register. Notwithstanding the foregoing, but subject to Section 9.02 hereof     
respecting the final distribution, distributions with respect to Certificates   
registered in the name of a Depository shall be made to such Depository in      
immediately available funds. Payments to the Certificate Insurer shall be made  
by wire transfer of immediately available funds to the following account,       
unless the Certificate Insurer notifies the Trustee in writing: Financial       
Security Assurance Inc., Account Number 8900297263, The Bank of New York, ABA   
Number 0201000018, Re: CWABS 2007-4, Policy No. 51827-N, Class A-4W, Class      
A-5W and Class A-6W Certificates.                                               

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

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

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

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

Section 4.05 Monthly Statements to Certificateholders.  

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

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

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

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

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

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

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

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

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

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

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

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

   Section 4.06 FSA Policy; Rights of the Certificate Insurer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.07 Carryover Reserve Fund.                    

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

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

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

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

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

Section 4.08 Credit Comeback Excess Account.            

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

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

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

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

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

Section 4.09 [Reserved]                                 

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

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

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

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

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

        The Final Maturity Reserve Trustee may withhold from the amounts
withdrawn from the Final Maturity Reserve Fund pursuant to Section 4.04 the     
amount of any taxes that it is                                                  

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

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

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

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ARTICLE V.  
THE CERTIFICATES  

Section 5.01 The Certificates.                          

     The Certificates shall be substantially in the forms attached
hereto as Exhibits A-1 through A-17, Exhibit B, Exhibit C, Exhibit D and        
Exhibit E. The Certificates shall be issuable in registered form, in the        
minimum dollar denominations, integral dollar multiples in excess thereof and   
aggregate dollar denominations as set forth in the following table:             

                                             Integral               Original
                                         Multiples in            Certificate
                   Minimum                  Excess of              Principal
Class           Denomination                    Minimum                Balance  
----------------------------- -------------------------- ---------------------  
A-1A                 $20,000                         $1           $184,585,000  
A-1B                 $20,000                         $1            $90,000,000  
A-2                  $20,000                         $1            $79,542,000  
A-3                  $20,000                         $1           $185,808,000  
A-4W                 $20,000                         $1            $77,898,000  
A-5                  $20,000                         $1            $28,000,000  
A-5W                 $20,000                         $1            $74,167,000  
A-6                  $20,000                         $1            $20,000,000  
A-6W                 $20,000                         $1            $80,000,000  
M-1                  $20,000                         $1            $30,500,000  
M-2                  $20,000                         $1            $28,000,000  
M-3                  $20,000                         $1            $17,000,000  
M-4                  $20,000                         $1            $15,000,000  
M-5                  $20,000                         $1            $14,500,000  
M-6                  $20,000                         $1            $13,000,000  
M-7                  $20,000                         $1            $13,500,000  
M-8                  $20,000                         $1             $8,000,000  
A-R                $99.95(1)                        N/A                   $100  
C                        N/A                        N/A                    N/A  
P                        N/A                        N/A                   $100  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        Each Plan that acquires a Private Certificate (or any beneficial
interest therein) that is not an ERISA-Restricted Certificate will be required  
to deliver to the Trustee or its transferor a representation that it is an      
"accredited investor" as defined in Rule 501(a)(1) under the Securities Act,    
and each investor that acquires a Private Certificate (or any beneficial        
interest therein) that is not an ERISA-Restricted Certificate will be required  
to deliver to the Trustee or                                                    

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

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

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

             (2) Except in connection with (i) the registration of the
 Tax Matters Person Certificate in the name of the Trustee or (ii) any
   registration in the name of, or transfer of a Class A-R Certificate to,
   an affiliate of the Depositor (either directly or through a nominee) in
  connection with the initial issuance of the Certificates, no Ownership
 Interest in a Class A-R Certificate may be registered or transferred,
and the Trustee shall not register the Transfer of any Class A-R    
Certificate, unless the Trustee shall have been furnished with a    
  certificate (a "Transferor Certificate") of the transferor in the form
    attached hereto as Exhibit J-1 and an affidavit (a "Transfer Affidavit")
of the initial owner or the proposed transferee in the form attached
hereto as Exhibit I.                                                

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

            (4) Any attempted or purported Transfer of any Ownership
 Interest in a Class A-R Certificate in violation of the provisions of
    this Section 5.02(c) shall be absolutely null and void and shall vest no
 rights in the purported Transferee. If any purported transferee shall
become a Holder of a Class A-R Certificate in violation of the      
 provisions of this Section 5.02(c), then the last preceding Permitted
    Transferee shall be restored to all rights as Holder thereof retroactive
  to the date of registration of Transfer of such Class A-R Certificate.
The Trustee shall be under no liability to any Person for any       
   registration of Transfer of a Class A-R Certificate that is in fact not
   permitted by Section 5.02(b) and this Section 5.02(c) or for making any
payments due on such Certificate to the Holder thereof or taking any
 other action with respect to such Holder under the provisions of this
 Agreement so long as the Transfer was registered after receipt of the
    related Transfer Affidavit and Transferor Certificate. The Trustee shall
be entitled but                                                     

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    not obligated to recover from any Holder of a Class A-R Certificate that
 was in fact not a Permitted Transferee at the time it became a Holder
or, at such subsequent time as it became other than a Permitted     
    Transferee, all payments made on such Class A-R Certificate at and after
    either such time. Any such payments so recovered by the Trustee shall be
paid and delivered by the Trustee to the last preceding Permitted   
Transferee of such Certificate.                                     

              (5) The Master Servicer shall use its best efforts to make
available, upon receipt of written request from the Trustee, all    
  information necessary to compute any tax imposed under section 860E(e)
of the Code as a result of a Transfer of an Ownership Interest in a 
  Class A-R Certificate to any Holder who is not a Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth
in this Section 5.02(c) shall cease to apply (and the applicable portions of    
the legend on a Class A-R Certificate may be deleted) with respect to           
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,     
which Opinion of Counsel shall not be an expense of the Trustee, any Seller or  
the Master Servicer, to the effect that the elimination of such restrictions    
will not cause any REMIC formed hereunder to fail to qualify as a REMIC at any  
time that the Certificates are outstanding or result in the imposition of any   
tax on the Trust Fund, a Certificateholder or another Person. Each Person       
holding or acquiring any Ownership Interest in a Class A-R Certificate, by      
acceptance of its Ownership Interest, shall be deemed to consent to any         
amendment of this Agreement that, based on an Opinion of Counsel furnished to   
the Trustee, is reasonably necessary (a) to ensure that the record ownership    
of, or any beneficial interest in, a Class A-R Certificate is not transferred,  
directly or indirectly, to a Person that is not a Permitted Transferee and (b)  
to provide for a means to compel the Transfer of a Class A-R Certificate that   
is held by a Person that is not a Permitted Transferee to a Holder that is a    
Permitted Transferee.                                                           

          (d) The preparation and delivery of all affidavits, certifications
and opinions referred to above in this Section 5.02 shall not be an expense of  
the Trust Fund, the Trustee, the Depositor, any Seller or the Master Servicer.  

       Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

          If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or   
theft of any Certificate and of the ownership thereof and (b) there is          
delivered to the Master Servicer and the Trustee (and with respect to the       
Guaranteed Certificates, the Certificate Insurer) such security or indemnity    
as may be required by them to save each of them harmless, then, in the absence  
of notice to the Trustee that such Certificate has been acquired by a bona      
fide purchaser, the Trustee shall execute, authenticate and deliver, in         
exchange for or in lieu of any such mutilated, destroyed, lost or stolen        
Certificate, a new Certificate of like Class, tenor and Percentage Interest.    
In connection with the issuance of any new Certificate under this Section       
5.03, the Trustee may require the payment of a sum sufficient to cover any tax  
or other governmental charge that may be imposed in relation thereto and any    
other expenses (including the fees and expenses of the Trustee) connected       
therewith. Any replacement Certificate issued pursuant to this Section 5.03     
shall constitute complete and indefeasible evidence of ownership in the Trust   
Fund, as if originally                                                          

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issued, whether or not the lost, stolen or destroyed Certificate shall be       
found at any time. All Certificates surrendered to the Trustee under the terms  
of this Section 5.03 shall be canceled and destroyed by the Trustee in          
accordance with its standard procedures without liability on its part.          

Section 5.04 Persons Deemed Owners.                     

          The Master Servicer, the Trustee, the NIM Insurer, the Certificate
Insurer and any agent of the Master Servicer, the Trustee, the NIM Insurer or   
the Certificate Insurer may treat the person in whose name any Certificate is   
registered as the owner of such Certificate for the purpose of receiving        
distributions as provided in this Agreement and for all other purposes          
whatsoever, and none of the Master Servicer, the Trustee, the NIM Insurer or    
the Certificate Insurer or any agent of the Master Servicer, the Trustee, the   
NIM Insurer or the Certificate Insurer shall be affected by any notice to the   
contrary.                                                                       

    Section 5.05 Access to List of Certificateholders' Names and
Addresses.                    

     If three or more Certificateholders or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such       
Certificateholders or Certificate Owners desire to communicate with other       
Certificateholders or Certificate Owners with respect to their rights under     
this Agreement or under the Certificates and (c) provide a copy of the          
communication that such Certificateholders or Certificate Owners propose to     
transmit or if the Depositor or Master Servicer shall request such information  
in writing from the Trustee, then the Trustee shall, within ten Business Days   
after the receipt of such request, provide the Depositor, the Master Servicer   
or such Certificateholders or Certificate Owners at such recipients' expense    
the most recent list of the Certificateholders of the Trust Fund held by the    
Trustee, if any. The Depositor and every Certificateholder or Certificate       
Owner, by receiving and holding a Certificate, agree that the Trustee shall     
not be held accountable by reason of the disclosure of any such information as  
to the list of the Certificateholders hereunder, regardless of the source from  
which such information was derived.                                             

Section 5.06 Book-Entry Certificates.                   

     The Book-Entry Certificates, upon original issuance, shall be
issued in the form of one typewritten Certificate (or more than one, if         
required by the Depository) for each Class of such Certificates, to be          
delivered to the Depository by or on behalf of the Depositor. Such              
Certificates shall initially be registered on the Certificate Register in the   
name of the Depository or its nominee, and no Certificate Owner of such         
Certificates will receive a definitive certificate representing such            
Certificate Owner's interest in such Certificates, except as provided in        
Section 5.08. Unless and until definitive, fully registered Certificates        
("Definitive Certificates") have been issued to the Certificate Owners of such  
Certificates pursuant to Section 5.08:                                          

     (a) the provisions of this Section shall be in full force and
effect;                                                                         

   (b) the Depositor, the Sellers, the Master Servicer and the
Trustee may deal with the Depository and the Depository Participants for all    
purposes (including the making of distributions) as the authorized              
representative of the respective Certificate Owners of such Certificates;       

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  (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;                        

   (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository  
Participants and shall be limited to those established by law and agreements    
between the Owners of such Certificates and the Depository and/or the           
Depository Participants. Pursuant to the Depository Agreement, unless and       
until Definitive Certificates are issued pursuant to Section 5.08, the          
Depository will make book-entry transfers among the Depository Participants     
and receive and transmit distributions of principal and interest on the         
related Certificates to such Depository Participants;                           

    (e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;                          

        (f) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository     
Participants; and                                                               

          (g) to the extent the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall        
control.                                                                        

    For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,                 
Certificateholders evidencing a specified percentage of the aggregate unpaid    
principal amount of any Class of Certificates, such direction or consent may    
be given by Certificate Owners (acting through the Depository and the           
Depository Participants) owning Book-Entry Certificates evidencing the          
requisite percentage of principal amount of such Class of Certificates.         

Section 5.07 Notices to Depository.                     

          Whenever any notice or other communication is required to be given
to Certificateholders of any Class with respect to which Book-Entry             
Certificates have been issued, unless and until Definitive Certificates shall   
have been issued to the related Certificate Owners, the Trustee shall give all  
such notices and communications to the Depository.                              

Section 5.08 Definitive Certificates.                   

          If, after Book-Entry Certificates have been issued with respect to
any Certificates, (a) the Depositor advises the Trustee that the Depository is  
no longer willing or able to discharge properly its responsibilities under the  
Depository Agreement with respect to such Certificates and the Trustee or the   
Depositor is unable to locate a qualified successor or (b) after the            
occurrence and continuation of an Event of Default, Certificate Owners of such  
Book-Entry Certificates having not less than 51% of the Voting Rights           
evidenced by any Class of Book-Entry Certificates advise the Trustee and the    
Depository in writing through the Depository Participants that the              
continuation of a book-entry system with respect to Certificates of such Class  
through the Depository (or its successor) is no longer in the best interests    
of the Certificate Owners of such Class, then the Trustee shall notify all      
Certificate Owners of such Certificates, through the Depository, of the         
occurrence of any such event and of the availability of Definitive              
Certificates to Certificate Owners of such Class requesting the same. The       
Depositor shall                                                                 

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provide the Trustee with an adequate inventory of Certificates to facilitate    
the issuance and transfer of Definitive Certificates. Upon surrender to the     
Trustee of any such Certificates by the Depository, accompanied by              
registration instructions from the Depository for registration, the Trustee     
shall authenticate and deliver such Definitive Certificates. Neither the        
Depositor nor the Trustee shall be liable for any delay in delivery of such     
instructions and each may conclusively rely on, and shall be protected in       
relying on, such instructions. Upon the issuance of such Definitive             
Certificates, all references herein to obligations imposed upon or to be        
performed by the Depository shall be deemed to be imposed upon and performed    
by the Trustee, to the extent applicable with respect to such Definitive        
Certificates and the Trustee shall recognize the Holders of such Definitive     
Certificates as Certificateholders hereunder.                                   

Section 5.09 Maintenance of Office or Agency.           

          The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in New York City where Certificates  
may be surrendered for registration of transfer or exchange. The Trustee        
initially designates its offices at 101 Barclay Street, New York, New York      
10286, Attention: Corporate Trust MBS Administration, as offices for such       
purposes. The Trustee will give prompt written notice to the                    
Certificateholders and the Certificate Insurer of any change in such location   
of any such office or agency.                                                   

ARTICLE VI.   
THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS  

        Section 6.01 Respective Liabilities of the Depositor, the Master
Servicer and the Sellers.     

        The Depositor, the Master Servicer and each Seller shall each be
liable in accordance herewith only to the extent of the obligations             
specifically and respectively imposed upon and undertaken by them herein.       

         Section 6.02 Merger or Consolidation of the Depositor, the Master
Servicer or the Sellers.      

        The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the    
laws of one of the states thereof and will each obtain and preserve its         
qualification to do business as a foreign corporation in each jurisdiction in   
which such qualification is or shall be necessary to protect the validity and   
enforceability of this Agreement, or any of the Mortgage Loans and to perform   
its duties under this Agreement. The Master Servicer will keep in effect its    
existence, rights and franchises as a limited partnership under the laws of     
the United States or under the laws of one of the states thereof and will       
obtain and preserve its qualification or registration to do business as a       
foreign partnership in each jurisdiction in which such qualification or         
registration is or shall be necessary to protect the validity and               
enforceability of this Agreement or any of the Mortgage Loans and to perform    
its duties under this Agreement.                                                

       Any Person into which the Depositor, the Master Servicer or any
Seller may be merged or consolidated, or any Person resulting from any merger   
or consolidation to which the Depositor, the Master Servicer or any Seller      
shall be a party, or any person succeeding to the                               

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business of the Depositor, the Master Servicer or any Seller, shall be the      
successor of the Depositor, the Master Servicer or such Seller, as the case     
may be, hereunder, without the execution or filing of any paper or any further  
act on the part of any of the parties hereto, anything herein to the contrary   
notwithstanding; provided that the successor or surviving Person to the Master  
Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae   
and Freddie Mac.                                                                

As a condition to the effectiveness of any merger or    
consolidation, at least 15 calendar days prior to the effective date of any     
merger or consolidation of the Master Servicer, the Master Servicer shall       
provide (x) written notice to the Depositor of any successor pursuant to this   
Section and (y) in writing and in form and substance reasonably satisfactory    
to the Depositor, all information reasonably requested by the Depositor in      
order to comply with its reporting obligation under Item 6.02 of Form 8-K with  
respect to a replacement Master Servicer.                                       

  Section 6.03 Limitation on Liability of the Depositor, the
                   Sellers, the Master Servicer, the NIM Insurer and
Others.                       

         None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the          
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under   
any liability to the Trustee (except as provided in Section 8.05), the Trust    
Fund or the Certificateholders for any action taken or for refraining from the  
taking of any action in good faith pursuant to this Agreement, or for errors    
in judgment; provided that this provision shall not protect the Depositor, the  
Sellers, the Master Servicer or any such Person against any breach of           
representations or warranties made by it herein or protect the Depositor, the   
Sellers, the Master Servicer or any such Person from any liability that would   
otherwise be imposed by reasons of willful misfeasance, bad faith or gross      
negligence in the performance of duties or by reason of reckless disregard of   
obligations and duties hereunder. The Depositor, the Sellers, the NIM Insurer,  
the Master Servicer and any director, officer, employee or agent of the         
Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in      
good faith on any document of any kind prima facie properly executed and        
submitted by any Person respecting any matters arising hereunder. The           
Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director,  
officer, employee or agent of the Depositor, the Sellers, the NIM Insurer or    
the Master Servicer shall be indemnified by the Trust Fund and held harmless    
against any loss, liability or expense incurred in connection with any audit,   
controversy or judicial proceeding relating to a governmental taxing authority  
or any legal action relating to this Agreement or the Certificates, other than  
any loss, liability or expense related to any specific Mortgage Loan or         
Mortgage Loans (except as any such loss, liability or expense shall be          
otherwise reimbursable pursuant to this Agreement) and any loss, liability or   
expense incurred by reason of willful misfeasance, bad faith or gross           
negligence in the performance of duties hereunder or by reason of reckless      
disregard of obligations and duties hereunder. None of the Depositor, the       
Sellers, the NIM Insurer or the Master Servicer shall be under any obligation   
to appear in, prosecute or defend any legal action that is not incidental to    
its respective duties hereunder and that in its opinion may involve it in any   
expense or liability; provided that any of the Depositor, the Sellers, the NIM  
Insurer or the Master Servicer may, in its discretion undertake any such        
action that it may deem necessary or desirable in respect of this Agreement     
and the rights and duties of the parties hereto and interests of the Trustee    
and the Certificateholders hereunder. In such event, the legal expenses and     
costs of such action and any                                                    

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liability resulting therefrom shall be, expenses, costs and liabilities of the  
Trust Fund, and the Depositor, the Sellers, the NIM Insurer and the Master      
Servicer shall be entitled to be reimbursed therefor out of the Certificate     
Account as provided by Section 3.08 hereof.                                     

  Section 6.04 Limitation on Resignation of Master Servicer.

     The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties       
hereunder are no longer permissible under applicable law or (ii) upon           
appointment of a successor servicer that is reasonably acceptable to the        
Trustee and the NIM Insurer and the written confirmation from each Rating       
Agency (which confirmation shall be furnished to the Depositor, the Trustee     
and the NIM Insurer) that such resignation will not cause such Rating Agency    
to reduce the then-current rating of the Certificates (such determination to    
be made without regard to the FSA Policy). Any such determination pursuant to   
clause (i) of the preceding sentence permitting the resignation of the Master   
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered   
to the Trustee. No resignation of the Master Servicer shall become effective    
until the Trustee shall have assumed the Master Servicer's responsibilities,    
duties, liabilities (other than those liabilities arising prior to the          
appointment of such successor) and obligations under this Agreement and the     
Depositor shall have received the information described in the following        
sentence. As a condition to the effectiveness of any such resignation, at       
least 15 calendar days prior to the effective date of such resignation, the     
Master Servicer shall provide (x) written notice to the Depositor of any        
successor pursuant to this Section and (y) in writing and in form and           
substance reasonably satisfactory to the Depositor, all information reasonably  
requested by the Depositor in order to comply with its reporting obligation     
under Item 6.02 of Form 8-K with respect to the resignation of the Master       
Servicer.                                                                       

    Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

     The Master Servicer shall, for so long as it acts as servicer
under this Agreement, obtain and maintain in force (a) a policy or policies of  
insurance covering errors and omissions in the performance of its obligations   
as servicer hereunder, and (b) a fidelity bond in respect of its officers,      
employees and agents. Each such policy or policies and bond shall, together,    
comply with the requirements from time to time of Fannie Mae and Freddie Mac    
for persons performing servicing for mortgage loans purchased by Fannie Mae     
and Freddie Mac. In the event that any such policy or bond ceases to be in      
effect, the Master Servicer shall use its reasonable best efforts to obtain a   
comparable replacement policy or bond from an insurer or issuer, meeting the    
requirements set forth above as of the date of such replacement.                

      The Master Servicer shall provide the Trustee, the Certificate
Insurer and the NIM Insurer (upon such party's reasonable request) with copies  
of any such insurance policies and fidelity bond. The Master Servicer shall be  
deemed to have complied with this provision if an Affiliate of the Master       
Servicer has such errors and omissions and fidelity bond coverage and, by the   
terms of such insurance policy or fidelity bond, the coverage afforded          
thereunder extends to the Master Servicer.                                      

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ARTICLE VII.  
DEFAULT; TERMINATION OF MASTER SERVICER 

Section 7.01 Events of Default.                         

      "Event of Default," wherever used herein, means any one of the
following events:                                                               

            (1) any failure by the Master Servicer to deposit in the
   Certificate Account or the Distribution Account or remit to the Trustee
   any payment (excluding a payment required to be made under Section 4.01
hereof) required to be made under the terms of this Agreement, which
failure shall continue unremedied for five calendar days and, with  
 respect to a payment required to be made under Section 4.01(b) or (c)
   hereof, for one Business Day, after the date on which written notice of
such failure shall have been given to the Master Servicer by the    
 Trustee, the NIM Insurer or the Depositor, or to the Trustee, the NIM
Insurer and the Master Servicer by the Holders of Certificates      
evidencing not less than 25% of the Voting Rights; or               

                (2) any failure by the Master Servicer to observe or perform
   in any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in this Agreement (except with
respect to a failure related to a Limited Exchange Act Reporting    
   Obligation) or any representation or warranty shall prove to be untrue,
which failure or breach shall continue unremedied for a period of 60
  days after the date on which written notice of such failure shall have
    been given to the Master Servicer by the Trustee, the NIM Insurer or the
  Depositor, or to the Trustee by the Holders of Certificates evidencing
not less than 25% of the Voting Rights; provided, that the sixty-day
    cure period shall not apply to the initial delivery of the Mortgage File
for Delay Delivery Mortgage Loans or the failure to repurchase or   
substitute in lieu thereof; or                                      

             (3) a decree or order of a court or agency or supervisory
  authority having jurisdiction in the premises for the appointment of a
receiver or liquidator in any insolvency, readjustment of debt,     
    marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered   
    against the Master Servicer and such decree or order shall have remained
  in force undischarged or unstayed for a period of 60 consecutive days;
or                                                                  

               (4) the Master Servicer shall consent to the appointment of
a receiver or liquidator in any insolvency, readjustment of debt,   
marshalling of assets and liabilities or similar proceedings of or  
relating to the Master Servicer or all or substantially all of the  
property of the Master Servicer; or                                 

                (5) the Master Servicer shall admit in writing its inability
  to pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable    
    insolvency or reorganization statute, make an assignment for the benefit
   of its creditors, or voluntarily suspend payment of its obligations; or

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               (6) the Master Servicer shall fail to reimburse in full the
Trustee not later than 6:00 p.m. (New York time) on the Business Day
following the related Distribution Date for any Advance made by the 
Trustee pursuant to Section 4.01(d) together with accrued and unpaid
interest.                                                           

       If an Event of Default shall occur, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the   
Trustee shall, but only at the direction of either the NIM Insurer or the       
Holders of Certificates evidencing not less than 25% of the Voting Rights       
(subject to the consent of the Certificate Insurer, which consent shall not be  
unreasonably withheld), by notice in writing to the Master Servicer (with a     
copy to each Rating Agency and the Depositor), terminate all of the rights and  
obligations of the Master Servicer under this Agreement and in and to the       
Mortgage Loans and the proceeds thereof, other than its rights as a             
Certificateholder hereunder. In addition, if during the period that the         
Depositor is required to file Exchange Act Reports with respect to the Trust    
Fund, the Master Servicer shall fail to observe or perform any of the           
obligations that constitute a Limited Exchange Act Reporting Obligation or the  
obligations set forth in Section 3.17(a) or Section 11.07(a)(1) and (2), and    
such failure continues for the lesser of 10 calendar days or such period in     
which the applicable Exchange Act Report can be filed timely (without taking    
into account any extensions), so long as such failure shall not have been       
remedied, the Trustee shall, but only at the direction of the Depositor,        
terminate all of the rights and obligations of the Master Servicer under this   
Agreement and in and to the Mortgage Loans and the proceeds thereof, other      
than its rights as a Certificateholder hereunder. The Depositor shall not be    
entitled to terminate the rights and obligations of the Master Servicer if a    
failure of the Master Servicer to identify a Subcontractor "participating in    
the servicing function" within the meaning of Item 1122 of Regulation AB was    
attributable solely to the role or functions of such Subcontractor with         
respect to mortgage loans other than the Mortgage Loans.                        

      On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer hereunder, whether with  
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the  
Trustee. The Trustee shall thereupon make any Advance described in Section      
4.01 hereof subject to Section 3.04 hereof. The Trustee is hereby authorized    
and empowered to execute and deliver, on behalf of the Master Servicer, as      
attorney-in-fact or otherwise, any and all documents and other instruments,     
and to do or accomplish all other acts or things necessary or appropriate to    
effect the purposes of such notice of termination, whether to complete the      
transfer and endorsement or assignment of the Mortgage Loans and related        
documents, or otherwise. Unless expressly provided in such written notice, no   
such termination shall affect any obligation of the Master Servicer to pay      
amounts owed pursuant to Article VIII. The Master Servicer agrees to cooperate  
with the Trustee in effecting the termination of the Master Servicer's          
responsibilities and rights hereunder, including, without limitation, the       
transfer to the Trustee of all cash amounts which shall at the time be          
credited to the Certificate Account, or thereafter be received with respect to  
the Mortgage Loans. The Trustee shall promptly notify the Rating Agencies and   
the Depositor of the occurrence of an Event of Default.                         

     Notwithstanding any termination of the activities of a Master
Servicer hereunder, such Master Servicer shall be entitled to receive, out of   
any late collection of a Scheduled Payment on a Mortgage Loan that was due      
prior to the notice terminating such Master Servicer's                          

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rights and obligations as Master Servicer hereunder and received after such     
notice, that portion thereof to which such Master Servicer would have been      
entitled pursuant to Sections 3.08(a)(i) through (viii), and any other amounts  
payable to such Master Servicer hereunder the entitlement to which arose prior  
to the termination of its activities hereunder.                                 

       If the Master Servicer is terminated, the Trustee shall provide
the Depositor in writing and in form and substance reasonably satisfactory to   
the Depositor, all information reasonably requested by the Depositor in order   
to comply with its reporting obligation under Item 6.02 of Form 8-K with        
respect to a successor master servicer in the event the Trustee should succeed  
to the duties of the Master Servicer as set forth herein.                       

Section 7.02 Trustee to Act; Appointment of Successor.  

      On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent   
provided in Section 3.04, be the successor to the Master Servicer in its        
capacity as servicer under this Agreement and the transactions set forth or     
provided for herein and shall be subject to all the responsibilities, duties    
and liabilities relating thereto placed on the Master Servicer by the terms     
and provisions hereof and applicable law including the obligation to make       
advances pursuant to Section 4.01. As compensation therefor, the Trustee shall  
be entitled to all fees, costs and expenses relating to the Mortgage Loans      
that the Master Servicer would have been entitled to if the Master Servicer     
had continued to act hereunder. Notwithstanding the foregoing, if the Trustee   
has become the successor to the Master Servicer in accordance with Section      
7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if  
it is prohibited by applicable law from making Advances pursuant to Section     
4.01 hereof or if it is otherwise unable to so act, (i) appoint any             
established mortgage loan servicing institution reasonably acceptable to the    
NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or  
(ii) if it is unable for 60 days to appoint a successor servicer reasonably     
acceptable to the NIM Insurer, petition a court of competent jurisdiction to    
appoint any established mortgage loan servicing institution, the appointment    
of which does not adversely affect the then-current rating of the Certificates  
(without regard to the FSA Policy, in the case of the Guaranteed Certificates)  
and the NIM Insurer guaranteed notes (without giving any effect to any policy   
or guaranty provided by the NIM Insurer) by each Rating Agency as the           
successor to the Master Servicer hereunder in the assumption of all or any      
part of the responsibilities, duties or liabilities of the Master Servicer      
hereunder. Any successor Master Servicer shall be an institution that is a      
Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has  
a net worth of at least $15,000,000 and that is willing to service the          
Mortgage Loans and executes and delivers to the Depositor and the Trustee an    
agreement accepting such delegation and assignment, that contains an            
assumption by such Person of the rights, powers, duties, responsibilities,      
obligations and liabilities of the Master Servicer (other than liabilities and  
indemnities of the Master Servicer under Section 6.03 hereof incurred prior to  
termination of the Master Servicer under Section 7.01), with like effect as if  
originally named as a party to this Agreement; and provided further that each   
Rating Agency acknowledges that its rating of the Certificates in effect        
immediately prior to such assignment and delegation will not be qualified or    
reduced as a result of such assignment and delegation (without regard to the    
FSA Policy, in the case of the Guaranteed Certificates). No appointment of a    
successor to the Master Servicer hereunder shall be effective until (i) the     
Trustee shall have consented thereto, (ii) written notice of such proposed      
appointment shall have been provided by                                         

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the Trustee to each Certificateholder and the Certificate Insurer, and (iii)    
at least 15 calendar days prior to the effective date of such appointment, (x)  
the Trustee shall provide written notice to the Depositor of such successor     
pursuant to this Section 7.02 and (y) such successor Master Servicer shall      
provide to the Depositor in writing and in form and substance reasonably        
satisfactory to the Depositor, all information reasonably requested by the      
Depositor in order to comply with its reporting obligation under Item 6.02 of   
Form 8-K with respect to a replacement master servicer. The Trustee shall not   
resign as servicer until a successor servicer has been appointed and has        
accepted such appointment. Pending appointment of a successor to the Master     
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from   
so acting, shall, subject to Section 3.04 hereof, act in such capacity as       
herein above provided. In connection with such appointment and assumption, the  
Trustee may make such arrangements for the compensation of such successor out   
of payments on Mortgage Loans as it and such successor shall agree; provided    
that no such compensation shall be in excess of that permitted the Master       
Servicer hereunder. The Trustee and such successor shall take such action,      
consistent with this Agreement, as shall be necessary to effectuate any such    
succession. Neither the Trustee nor any other successor servicer shall be       
deemed to be in default hereunder by reason of any failure to make, or any      
delay in making, any distribution hereunder or any portion thereof or any       
failure to perform, or any delay in performing, any duties or responsibilities  
hereunder, in either case caused by the failure of the Master Servicer to       
deliver or provide, or any delay in delivering or providing, any cash,          
information, documents or records to it.                                        

          Any successor to the Master Servicer as servicer shall give notice
to the NIM Insurer and the Mortgagors of such change of servicer and shall,     
during the term of its service as servicer maintain in force the policy or      
policies that the Master Servicer is required to maintain pursuant to Section   
6.05.                                                                           

       In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the     
Trustee if the Trustee is acting as successor Master Servicer, shall represent  
and warrant that it is a member of MERS in good standing and shall agree to     
comply in all material respects with the rules and procedures of MERS in        
connection with the servicing of the Mortgage Loans that are registered with    
MERS, or (ii) the predecessor Master Servicer shall cooperate with the          
successor Master Servicer in causing MERS to execute and deliver an assignment  
of Mortgage in recordable form to transfer the Mortgage from MERS to the        
Trustee and to execute and deliver such other notices, documents and other      
instruments as may be necessary or desirable to effect a transfer of such       
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the   
successor Master Servicer. The predecessor Master Servicer shall file or cause  
to be filed any such assignment in the appropriate recording office. The        
successor Master Servicer shall cause such assignment to be delivered to the    
Trustee promptly upon receipt of the original with evidence of recording        
thereon or a copy certified by the public recording office in which such        
assignment was recorded.                                                        

Section 7.03 Notification to Certificateholders.        

        (a) Upon any termination of or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to        
Certificateholders, to the Certificate Insurer and to each Rating Agency.       

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        (b) Within 60 days after the occurrence of any Event of Default,
the Trustee shall transmit by mail to all Certificateholders notice of each     
such Event of Default hereunder known to the Trustee, unless such Event of      
Default shall have been cured or waived.                                        

ARTICLE VIII.   
CONCERNING THE TRUSTEE  

Section 8.01 Duties of Trustee.                         

       The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default that may have occurred, shall         
undertake to perform such duties and only such duties as are specifically set   
forth in this Agreement. In case an Event of Default has occurred and remains   
uncured, the Trustee shall exercise such of the rights and powers vested in it  
by this Agreement, and use the same degree of care and skill in their exercise  
as a prudent person would exercise or use under the circumstances in the        
conduct of such person's own affairs.                                           

   The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments           
furnished to the Trustee that are specifically required to be furnished         
pursuant to any provision of this Agreement shall examine them to determine     
whether they conform to the requirements of this Agreement, to the extent       
provided in this Agreement. If any such instrument is found not to conform to   
the requirements of this Agreement in a material manner, the Trustee shall      
take action as it deems appropriate to have the instrument corrected.           

        No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own gross      
negligent failure to act or its own misconduct, its grossly negligent failure   
to perform its obligations in compliance with this Agreement, or any liability  
that would be imposed by reason of its willful misfeasance or bad faith;        
provided that:                                                                  

           (1) prior to the occurrence of an Event of Default, and
  after the curing of all such Events of Default that may have occurred,
   the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be  
  liable, individually or as Trustee, except for the performance of such
   duties and obligations as are specifically set forth in this Agreement,
 no implied covenants or obligations shall be read into this Agreement
against the Trustee and the Trustee may conclusively rely, as to the
 truth of the statements and the correctness of the opinions expressed
   therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement that it reasonably 
  believed in good faith to be genuine and to have been duly executed by
the proper authorities respecting any matters arising hereunder;    

           (2) the Trustee shall not be liable, individually or as
 Trustee, for an error of judgment made in good faith by a Responsible
  Officer or Responsible Officers of the Trustee, unless the Trustee was
grossly negligent or acted in bad faith or with willful misfeasance;

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           (3) the Trustee shall not be liable, individually or as
Trustee, with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the   
 Holders of each Class of Certificates evidencing not less than 25% of
  the Voting Rights of such Class relating to the time, method and place
    of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this 
Agreement; and                                                      

          (4) without in any way limiting the provisions of this
 Section 8.01 or Section 8.02 hereof, the Trustee shall be entitled to
rely conclusively on the information delivered to it by the Master  
    Servicer in a Trustee Advance Notice in determining whether or not it is
required to make an Advance under Section 4.01(d), shall have no    
   responsibility to ascertain or confirm any information contained in any
    Trustee Advance Notice, and shall have no obligation to make any Advance
under Section 4.01(d) in the absence of a Trustee Advance Notice or 
 actual knowledge by a Responsible Officer that (A) a required Advance
was not made and (B) such required Advance was not a Nonrecoverable 
Advance.                                                            

     The Trustee hereby represents, warrants, covenants and agrees
that, except as permitted by Article IX hereof, it shall not cause the Trust    
Fund to consolidate or amalgamate with, or merge with or into, or transfer all  
or substantially all of the Trust Fund to, another Person.                      

Section 8.02 Certain Matters Affecting the Trustee.     

(a) Except as otherwise provided in Section 8.01:       

          (1) the Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution,  
    Officer's Certificate, certificate of auditors or any other certificate,
    statement, instrument, opinion, report, notice, request, consent, order,
   appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

               (2) the Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in  
 respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;          

           (3) the Trustee shall not be liable, individually or as
  Trustee, for any action taken, suffered or omitted by it in good faith
  and believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Agreement;                      

                (4) prior to the occurrence of an Event of Default hereunder
 and after the curing of all Events of Default that may have occurred,
   the Trustee shall not be bound to make any investigation into the facts
    or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or 
    other paper or document, unless requested in writing so to do by the NIM
    Insurer or the Holders of each Class of Certificates evidencing not less
   than 25% of the Voting Rights of such Class; provided, however, that if
the payment within a reasonable time to the                         

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  Trustee of the costs, expenses or liabilities likely to be incurred by
    it in the making of such investigation is, in the opinion of the Trustee
not reasonably assured to the Trustee by the NIM Insurer or such    
    Certificateholders, the Trustee may require reasonable indemnity against
such expense, or liability from the NIM Insurer or such             
Certificateholders as a condition to taking any such action;        

           (5) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or  
through agents, accountants or attorneys;                           

           (6) the Trustee shall not be required to expend its own
  funds or otherwise incur any financial liability in the performance of
any of its duties hereunder if it shall have reasonable grounds for 
believing that repayment of such funds or adequate indemnity against
such liability is not assured to it;                                

           (7) the Trustee shall not be liable, individually or as
Trustee, for any loss on any investment of funds pursuant to this   
Agreement (other than as issuer of the investment security);        

               (8) the Trustee shall not be deemed to have knowledge of an
  Event of Default until a Responsible Officer of the Trustee shall have
received written notice thereof; and                                

                (9) the Trustee shall be under no obligation to exercise any
 of the trusts or powers vested in it by this Agreement or to make any
  investigation of matters arising hereunder or to institute, conduct or
 defend any litigation hereunder or in relation hereto at the request,
   order or direction of the NIM Insurer or any of the Certificateholders,
   pursuant to the provisions of this Agreement, unless the NIM Insurer or
such Certificateholders, as applicable, shall have offered to the   
    Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby.                

         (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee        
without the possession of any of the Certificates, or the production thereof    
at the trial or other proceeding relating thereto, and any such suit, action    
or proceeding instituted by the Trustee shall be brought in its name for the    
benefit of all the Holders of the Certificates, subject to the provisions of    
this Agreement.                                                                 

Section 8.03 Trustee Not Liable for Mortgage Loans.     

         The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer, as the case may be, and the Trustee       
assumes no responsibility for their correctness. The Trustee makes no           
representations as to the validity or sufficiency of this Agreement or of any   
Mortgage Loan or related document or of MERS or the MERS(R) System other than   
with respect to the Trustee's execution and authentication of the               
Certificates. The Trustee shall not be accountable for the use or application   
by the Depositor or the Master Servicer of any funds paid to the Depositor or   
the Master Servicer in respect of the Mortgage                                  

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Loans or deposited in or withdrawn from the Certificate Account by the          
Depositor or the Master Servicer.                                               

Section 8.04 Trustee May Own Certificates.              

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it    
were not the Trustee.                                                           

        Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses.

        The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and       
advances incurred or made by the Trustee on behalf of the Trust Fund in         
accordance with any of the provisions of this Agreement (including, without     
limitation: (A) the reasonable compensation and the expenses and disbursements  
of its counsel, but only for representation of the Trustee acting in its        
capacity as Trustee hereunder and (B) to the extent that the Trustee must       
engage persons not regularly in its employ to perform acts or services on       
behalf of the Trust Fund, which acts or services are not in the ordinary        
course of the duties of a trustee, paying agent or certificate registrar, in    
the absence of a breach or default by any party hereto, the reasonable          
compensation, expenses and disbursements of such persons, except any such       
expense, disbursement or advance as may arise from its negligence, bad faith    
or willful misconduct). The Trustee and any director, officer, employee or      
agent of the Trustee shall be indemnified by the Master Servicer and held       
harmless against any loss, liability or expense (i) incurred in connection      
with any legal action relating to this Agreement or the Certificates, or in     
connection with the performance of any of the Trustee's duties hereunder,       
other than any loss, liability or expense incurred by reason of willful         
misfeasance, bad faith or negligence in the performance of any of the           
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's  
obligations and duties hereunder or (ii) resulting from any error in any tax    
or information return prepared by the Master Servicer. Such indemnity shall     
survive the termination of this Agreement or the resignation or removal of the  
Trustee hereunder.                                                              

Section 8.06 Eligibility Requirements for Trustee.      

      The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the       
United States of America, authorized under such laws to exercise corporate      
trust powers, having a combined capital and surplus of at least $50,000,000,    
subject to supervision or examination by federal or state authority and with a  
credit rating that would not cause any of the Rating Agencies to reduce their   
respective ratings of any Class of Certificates (without regard to the FSA      
Policy, in the case of the Guaranteed Certificates) below the ratings issued    
on the Closing Date (or having provided such security from time to time as is   
sufficient to avoid such reduction). If such corporation or association         
publishes reports of condition at least annually, pursuant to law or to the     
requirements of the aforesaid supervising or examining authority, then for the  
purposes of this Section 8.06 the combined capital and surplus of such          
corporation or association shall be deemed to be its combined capital and       
surplus as set forth in its most recent report of condition so published. In    
case at any time the Trustee shall cease to be eligible in accordance with the  
provisions of this Section 8.06, the Trustee shall resign immediately in the    
manner and with the                                                             

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effect specified in Section 8.07 hereof. The corporation or national banking    
association serving as Trustee may have normal banking and trust relationships  
with the Depositor, the Sellers and the Master Servicer and their respective    
affiliates; provided that such corporation cannot be an affiliate of the        
Master Servicer other than the Trustee in its role as successor to the Master   
Servicer.                                                                       

Section 8.07 Resignation and Removal of Trustee.        

     The Trustee may at any time resign and be discharged from the
trusts hereby created by (1) giving written notice of resignation to the        
Depositor and the Master Servicer and by mailing notice of resignation by       
first class mail, postage prepaid, to the Certificateholders at their           
addresses appearing on the Certificate Register, the Certificate Insurer and    
each Rating Agency, not less than 60 days before the date specified in such     
notice when, subject to Section 8.08, such resignation is to take effect, and   
(2) acceptance of appointment by a successor trustee in accordance with         
Section 8.08 and meeting the qualifications set forth in Section 8.06. If no    
successor trustee shall have been so appointed and have accepted appointment    
within 30 days after the giving of such notice or resignation, the resigning    
Trustee may petition any court of competent jurisdiction for the appointment    
of a successor trustee.                                                         

       As a condition to the effectiveness of any such resignation, at
least 15 calendar days prior to the effective date of such resignation, the     
Trustee shall provide (x) written notice to the Depositor of any successor      
pursuant to this Section and (y) in writing and in form and substance           
reasonably satisfactory to the Depositor, all information reasonably requested  
by the Depositor in order to comply with its reporting obligation under Item    
6.02 of Form 8-K with respect to the resignation of the Trustee.                

    If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign  
after written request thereto by the NIM Insurer or the Depositor, (ii) the     
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or   
insolvent, or a receiver of the Trustee or of its property shall be appointed,  
or any public officer shall take charge or control of the Trustee or of its     
property or affairs for the purpose of rehabilitation, conservation or          
liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any    
state in which the Trustee or the Trust Fund is located, (B) the imposition of  
such tax would be avoided by the appointment of a different trustee and (C)     
the Trustee fails to indemnify the Trust Fund against such tax, or (iv) during  
the period which the Depositor is required to file Exchange Act Reports with    
respect to the Trust Fund, the Trustee fails to comply with its obligations     
under the last sentence of Section 7.01, the preceding paragraph, Section 8.09  
or Article XI and such failure is not remedied within the lesser of 10          
calendar days or such period in which the applicable Exchange Act Report can    
be filed timely (without taking into account any extensions), then, in the      
case of clauses (i) through (iii), the Depositor, the NIM Insurer or the        
Master Servicer, or in the case of clause (iv), the Depositor, may remove the   
Trustee and appoint a successor trustee, reasonably acceptable to the NIM       
Insurer, by written instrument, in triplicate, one copy of which instrument     
shall be delivered to the Trustee, one copy of which shall be delivered to the  
Master Servicer and one copy of which shall be delivered to the successor       
trustee.                                                                        

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        The Holders evidencing at least 51% of the Voting Rights of each
Class of Certificates may at any time remove the Trustee and appoint a          
successor trustee by written instrument or instruments, in triplicate, signed   
by such Holders or their attorneys-in-fact duly authorized, one complete set    
of which instruments shall be delivered by the successor Trustee to the Master  
Servicer one complete set to the Trustee so removed, one complete set to the    
successor so appointed and one complete set to the Depositor, together with a   
written description of the basis for such removal. Notice of any removal of     
the Trustee shall be given to each Rating Agency by the successor Trustee.      

      Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall  
become effective upon acceptance of appointment by the successor trustee as     
provided in Section 8.08 hereof.                                                

Section 8.08 Successor Trustee.                         

          Any successor trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, its predecessor        
trustee and the Master Servicer an instrument accepting such appointment        
hereunder and thereupon the resignation or removal of the predecessor trustee   
shall become effective and such successor trustee, without any further act,     
deed or conveyance, shall become fully vested with all the rights, powers,      
duties and obligations of its predecessor hereunder, with the like effect as    
if originally named as trustee herein. In addition, if the Corridor Contract    
is still outstanding, the Person appointed as successor trustee shall execute,  
acknowledge and deliver to the predecessor trustee, CHL and the Master          
Servicer an instrument accepting the appointment as successor Corridor          
Contract Administrator under the Corridor Contract Administration Agreement.    

         No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee       
shall be eligible under the provisions of Section 8.06 hereof, is reasonably    
acceptable to the NIM Insurer, its appointment shall not adversely affect the   
then-current ratings of the Certificates (without regard to the FSA Policy, in  
the case of the Guaranteed Certificates) and has provided to the Depositor in   
writing and in form and substance reasonably satisfactory to the Depositor,     
all information reasonably requested by the Depositor in order to comply with   
its reporting obligation under Item 6.02 of Form 8-K with respect to a          
replacement Trustee.                                                            

         Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, the Depositor shall mail notice of the succession of      
such trustee hereunder to the NIM Insurer and all Holders of Certificates. If   
the Depositor fails to mail such notice within ten days after acceptance of     
appointment by the successor trustee, the successor trustee shall cause such    
notice to be mailed at the expense of the Depositor.                            

Section 8.09 Merger or Consolidation of Trustee.        

         Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated or any corporation resulting from any      
merger, conversion or consolidation to which the Trustee shall be a party, or   
any corporation succeeding to substantially all of the corporate trust          
business of the Trustee, shall be the successor of the                          

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Trustee hereunder, provided that such corporation shall be eligible under the   
provisions of Section 8.06 hereof without the execution or filing of any paper  
or further act on the part of any of the parties hereto, anything herein to     
the contrary notwithstanding.                                                   

As a condition to the effectiveness of any merger or    
consolidation, at least 15 calendar days prior to the effective date of any     
merger or consolidation of the Trustee, the Trustee shall provide (x) written   
notice to the Depositor of any successor pursuant to this Section and (y) in    
writing and in form and substance reasonably satisfactory to the Depositor,     
all information reasonably requested by the Depositor in order to comply with   
its reporting obligation under Item 6.02 of Form 8-K with respect to a          
replacement Trustee.                                                            

   Section 8.10 Appointment of Co-Trustee or Separate Trustee.

      Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in  
which any part of the Trust Fund or property securing any Mortgage Note may at  
the time be located, the Master Servicer and the Trustee acting jointly shall   
have the power and shall execute and deliver all instruments to appoint one or  
more Persons approved by the Trustee and reasonably acceptable to the NIM       
Insurer to act as co-trustee or co-trustees jointly with the Trustee, or        
separate trustee or separate trustees, of all or any part of the Trust Fund,    
and to vest in such Person or Persons, in such capacity and for the benefit of  
the Certificateholders, such title to the Trust Fund or any part thereof,       
whichever is applicable, and, subject to the other provisions of this Section   
8.10, such powers, duties, obligations, rights and trusts as the Master         
Servicer and the Trustee may consider necessary or desirable. If the Master     
Servicer shall not have joined in such appointment, or the NIM Insurer shall    
not have approved such appointment, within 15 days after receipt by it of a     
request to do so, or in the case an Event of Default shall have occurred and    
be continuing, the Trustee shall have the power to make such appointment. No    
co-trustee or separate trustee hereunder shall be required to meet the terms    
of eligibility as a successor trustee under Section 8.06 and no notice to       
Certificateholders of the appointment of any co-trustee or separate trustee     
shall be required under Section 8.08.                                           

  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and  
conditions:                                                                     

               (1) All rights, powers, duties and obligations conferred or
    imposed upon the Trustee, except for the obligation of the Trustee under
   this Agreement to advance funds on behalf of the Master Servicer, shall
  be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly (it being understood
that such separate trustee or co-trustee is not authorized to act   
separately without the Trustee joining in such act), except to the  
 extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as 
successor to the Master Servicer hereunder), the Trustee shall be   
  incompetent or unqualified to perform such act or acts, in which event
 such rights, powers, duties and obligations (including the holding of
    title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or 
co-trustee, but solely at the direction of the Trustee;             

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               (2) No trustee hereunder shall be held personally liable by
reason of any act or omission of any other trustee hereunder; and   

                (3) The Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee.                          

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and             
co-trustees, as effectively as if given to each of them. Every instrument       
appointing any separate trustee or co-trustee shall refer to this Agreement     
and the conditions of this Article VIII. Each separate trustee and co-trustee   
upon its acceptance of the trusts conferred, shall be vested with the estates   
or property specified in its instrument of appointment, either jointly with     
the Trustee or separately, as may be provided therein, subject to all the       
provisions of this Agreement, specifically including every provision of this    
Agreement relating to the conduct of, affecting the liability of, or affording  
protection to, the Trustee. Every such instrument shall be filed with the       
Trustee and a copy thereof given to the Master Servicer and the Depositor.      

       Any separate trustee or co-trustee may, at any time, constitute
the Trustee its agent or attorney-in-fact, with full power and authority, to    
the extent not prohibited by law, to do any lawful act under or in respect of   
this Agreement on its behalf and in its name. If any separate trustee or        
co-trustee shall die, become incapable of acting, resign or be removed, all of  
its estates, properties, rights, remedies and trusts shall vest in and be       
exercised by the Trustee, to the extent permitted by law, without the           
appointment of a new or successor trustee.                                      

Section 8.11 Tax Matters.                               

         It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC created         
pursuant to the Preliminary Statement qualifies as, a "real estate mortgage     
investment conduit" as defined in and in accordance with the REMIC Provisions.  
In furtherance of such intention, the Trustee covenants and agrees that it      
shall act as agent (and the Trustee is hereby appointed to act as agent) on     
behalf of the Trust Fund and that in such capacity it shall: (a) prepare and    
file, or cause to be prepared and filed, in a timely manner, a U.S. Real        
Estate Mortgage Investment Conduit Income Tax Returns (Form 1066 or any         
successor form adopted by the Internal Revenue Service) and prepare and file    
or cause to be prepared and filed with the Internal Revenue Service and         
applicable state or local tax authorities income tax or information returns     
for each taxable year with respect to each REMIC created hereunder containing   
such information and at the times and in the manner as may be required by the   
Code or state or local tax laws, regulations, or rules, and furnish or cause    
to be furnished to Certificateholders the schedules, statements or information  
at such times and in such manner as may be required thereby; (b) within thirty  
days of the Closing Date, furnish or cause to be furnished to the Internal      
Revenue Service, on Forms 8811 or as otherwise may be required by the Code,     
the name, title, address, and telephone number of the person that the Holders   
of the Certificates may contact for tax information relating thereto, together  
with such additional information as may be required by such Form, and update    
such information at the time or times in the manner required by the Code for    
the Trust Fund; (c) make or cause to be made elections, on behalf of each       
REMIC created hereunder to be treated as a REMIC on the federal tax return of   
each such REMIC for its first taxable year (and, if necessary, under            
applicable state law); (d)                                                      

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prepare and forward, or cause to be prepared and forwarded, to the              
Certificateholders and to the Internal Revenue Service and, if necessary,       
state tax authorities, all information returns and reports as and when          
required to be provided to them in accordance with the REMIC Provisions,        
including without limitation, the calculation of any original issue discount    
using the Prepayment Assumption; (e) provide information necessary for the      
computation of tax imposed on the transfer of a Class A-R Certificate to a      
Person that is not a Permitted Transferee, or an agent (including a broker,     
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through    
entity in which a Non-Permitted Transferee is the record holder of an interest  
(the reasonable cost of computing and furnishing such information may be        
charged to the Person liable for such tax); (f) to the extent that they are     
under its control conduct the affairs of the Trust Fund at all times that any   
Certificates are outstanding so as to maintain the status of each REMIC         
created hereunder as a REMIC under the REMIC Provisions; (g) not knowingly or   
intentionally take any action or omit to take any action that would cause the   
termination of the REMIC status of any REMIC created hereunder; (h) pay, from   
the sources specified in the third paragraph of this Section 8.11, the amount   
of any federal, state and local taxes, including prohibited transaction taxes   
as described below, imposed on any REMIC created hereunder prior to the         
termination of the Trust Fund when and as the same shall be due and payable     
(but such obligation shall not prevent the Trustee or any other appropriate     
Person from contesting any such tax in appropriate proceedings and shall not    
prevent the Trustee from withholding payment of such tax, if permitted by law,  
pending the outcome of such proceedings); (i) sign or cause to be signed        
federal, state or local income tax or information returns; (j) maintain         
records relating to each REMIC created hereunder, including but not limited to  
the income, expenses, assets and liabilities of each such REMIC, and the fair   
market value and adjusted basis of the Trust Fund property determined at such   
intervals as may be required by the Code, as may be necessary to prepare the    
foregoing returns, schedules, statements or information; and (k) as and when    
necessary and appropriate, represent the Trust Fund in any administrative or    
judicial proceedings relating to an examination or audit by any governmental    
taxing authority, request an administrative adjustment as to any taxable year   
of any REMIC created hereunder, enter into settlement agreements with any       
governmental taxing agency, extend any statute of limitations relating to any   
tax item of the Trust Fund, and otherwise act on behalf of any REMIC created    
hereunder in relation to any tax matter involving any such REMIC.               

         In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee    
within ten days after the Closing Date all information or data that the         
Trustee requests in writing and determines to be relevant for tax purposes to   
the valuations and offering prices of the Certificates, including, without      
limitation, the price, yield, prepayment assumption and projected cash flows    
of the Certificates and the Mortgage Loans (and, to the extent not part of the  
aforementioned, the information referred to in paragraphs (1), (2), (3) and     
(4) of Section 4.05(d)). Thereafter, the Depositor shall provide to the         
Trustee promptly upon written request therefor, any such additional             
information or data that the Trustee may, from time to time, request in order   
to enable the Trustee to perform its duties as set forth herein. The Depositor  
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or  
expenses of the Trustee arising from any errors or miscalculations of the       
Trustee that result from any failure of the Depositor to provide, or to cause   
to be provided, accurate information or data to the Trustee on a timely basis.  

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         In the event that any tax is imposed on "prohibited transactions"
of the Trust Fund as defined in section 860F(a)(2) of the Code, on the "net     
income from foreclosure property" of the Trust Fund as defined in section       
860G(c) of the Code, on any contribution to the Trust Fund after the startup    
day pursuant to section 860G(d) of the Code, or any other tax is imposed,       
including, without limitation, any federal, state or local tax or minimum tax   
imposed upon the Trust Fund pursuant to sections 23153 and 24872 of the         
California Revenue and Taxation Code if not paid as otherwise provided for      
herein, such tax shall be paid by (i) the Trustee, if any such other tax        
arises out of or results from a breach by the Trustee of any of its             
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of  
any such minimum tax, and (y) any party hereto (other than the Trustee) to the  
extent any such other tax arises out of or results from a breach by such other  
party of any of its obligations under this Agreement or (iii) in all other      
cases, or in the event that any liable party here fails to honor its            
obligations under the preceding clauses (i) or (ii), any such tax will be paid  
first with amounts otherwise to be distributed to the Class A-R                 
Certificateholders, and second with amounts otherwise to be distributed to all  
other Certificateholders in the same manner as if such tax were a Realized      
Loss. Notwithstanding anything to the contrary contained herein, to the extent  
that such tax is payable by the Class A-R Certificates, the Trustee is hereby   
authorized to retain on any Distribution Date, from the Holders of the Class    
A-R Certificates (and, if necessary, second, from the Holders of all other      
Certificates in the priority specified in the preceding sentence), funds        
otherwise distributable to such Holders in an amount sufficient to pay such     
tax. The Trustee agrees to promptly notify in writing the party liable for any  
such tax of the amount thereof and the due date for the payment thereof.        

        The Trustee shall treat the Carryover Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h), neither of  
which is an asset of any REMIC created hereunder. The Carryover Reserve Fund    
shall be treated as owned by the Class C Certificateholders. The rights of the  
Holders of each Class of Certificates (other than the Class P and Class A-R     
Certificates) to receive payments from, and the deemed obligations of such      
Holders to make payments to, the Carryover Reserve Fund, shall be treated as    
rights and obligations with respect to notional principal contracts written by  
the Holders of the Class C Certificates in respect of any Net Rate Carryover    
distributed pursuant to Sections 4.04(c)(4). Thus, the Certificates (other      
than the Class P and Class A-R Certificates), shall be treated as representing  
ownership of Master REMIC regular interests coupled with contractual rights     
and obligations within the meaning of Treasury Regulation 1.860G-2(i). For      
purposes of determining the issue price of the various Master REMIC regular     
interests, the Trustee shall assume that the Corridor Contract has a value of   
$15,000.                                                                        

         The Trustee shall treat the entitlement to Credit Comeback Excess
Amounts as owned by the Holders of the Class C Certificates and not as an       
asset of, or interest in, any REMIC created hereunder. Further, the Trustee     
shall treat any payments of Credit Comeback Excess Amounts to Persons other     
than the Holders of the Class C Certificates as payments made by the Holders    
of the Class C Certificates pursuant to a credit enhancement contract under     
Treasury Regulation 1.860G-2(c). The Trustee shall also treat any amount        
payable to a Class C Certificate with respect to the STR-C-OC Interest as       
deposited into the Carryover Reserve Fund.                                      

     The Trustee shall treat the Final Maturity Reserve Fund as an
outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h)      
that is owned by the Holders of the Class C Certificates, and that is not an    
asset of any REMIC created hereunder. Beginning on the                          

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Distribution Date in April 2017, the Trustee shall treat any monies payable to  
the Class C Certificateholders with respect to their interest in the SR-C-40    
Year Reserve Interest, as first paid to the Class C Certificates and then       
deposited in the Final Maturity Reserve Fund. Any monies payable on the         
SR-C-40 Year Reserve Interest in excess of the Final Maturity Required Deposit  
shall be the "Excess Deposit." For income tax purposes, to the extent the       
amount of any Excess Deposit is payable to Holders of Certificates other than   
the Class C Certificates, such amount shall be treated as payable to such       
Holders as Net Rate Carryover and any remaining amount of Excess Deposit shall  
be treated as payable to the Holders of the Class C Certificates. Any other     
monies received by the Holders of the Interest-Bearing Certificates from the    
Final Maturity Reserve Fund will be treated as monies paid by the Holders of    
the Class C Certificates to acquire the Interest-Bearing Certificates           
receiving such monies. Thus, with respect to such other monies, the             
Interest-Bearing Certificates and the Class C Certificates shall be treated as  
representing ownership of not only a Master REMIC regular interest, but also    
ownership of an interest in a forward purchase contract and the Trustee shall   
treat the rights of the holders of the Interest-Bearing Certificates to         
receive such other monies from the Final Maturity Reserve Fund as rights in     
forward purchase contracts entered into with the Holders of the Class C         
Certificates.                                                                   

Section 8.12 [Reserved].                                

Section 8.13 Access to Records of the Trustee.          

       The Trustee shall afford the Sellers, the Depositor, the Master
Servicer, the NIM Insurer, the Certificate Insurer and each Certificate Owner   
upon reasonable notice during normal business hours access to all records       
maintained by the Trustee in respect of its duties under this Agreement and     
access to officers of the Trustee responsible for performing its duties. Upon   
request, the Trustee shall furnish the Depositor, the Master Servicer, the NIM  
Insurer, the Certificate Insurer and any requesting Certificate Owner with its  
most recent financial statements. The Trustee shall cooperate fully with the    
Sellers, the Master Servicer, the Depositor, the NIM Insurer, the Certificate   
Insurer and the Certificate Owner for review and copying any books, documents,  
or records requested with respect to the Trustee's duties under this            
Agreement. The Sellers, the Depositor, the Master Servicer, the Certificate     
Insurer and the Certificate Owner shall not have any responsibility or          
liability for any action for failure to act by the Trustee and are not          
obligated to supervise the performance of the Trustee under this Agreement or   
otherwise.                                                                      

Section 8.14 Suits for Enforcement.                     

      If an Event of Default or other material default by the Master
Servicer or the Depositor under this Agreement occurs and is continuing, at     
the direction of the Certificateholders holding not less than 51% of the        
Voting Rights or the NIM Insurer, the Trustee shall proceed to protect and      
enforce its rights and the rights of the Certificateholders or the NIM Insurer  
under this Agreement by a suit, action, or proceeding in equity or at law or    
otherwise, whether for the specific performance of any covenant or agreement    
contained in this Agreement or in aid of the execution of any power granted in  
this Agreement or for the enforcement of any other legal, equitable, or other   
remedy, as the Trustee, being advised by counsel, and subject to the            
foregoing, shall deem most effectual to protect and enforce any of the rights   
of the Trustee, the NIM Insurer, the Certificate Insurer and the                
Certificateholders.                                                             

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ARTICLE IX.   
TERMINATION   

      Section 9.01 Termination upon Liquidation or Repurchase of all
Mortgage Loans.               

      Subject to Section 9.03 and Section 9.04, the Trust Fund shall
terminate and the obligations and responsibilities of the Depositor, the        
Master Servicer, the Sellers and the Trustee created hereby with respect to     
the Trust Fund shall terminate upon the earliest of (a) the purchase by the     
Master Servicer or NIM Insurer (the party exercising such purchase option, the  
"Terminator") of all of the Mortgage Loans (and REO Properties) at a price      
(the "Termination Price") equal to the sum of (i) 100% of the Stated Principal  
Balance of each Mortgage Loan (other than in respect of an REO Property), (ii)  
accrued interest thereon at the applicable Mortgage Rate (or, if such           
repurchase is effected by the Master Servicer, at the applicable Net Mortgage   
Rate), (iii) the appraised value of any REO Property (up to the Stated          
Principal Balance of the related Mortgage Loan), such appraisal to be           
conducted by an appraiser mutually agreed upon by the Terminator and the        
Trustee, (iv) any remaining unpaid costs and damages incurred by the Trust      
Fund that arises out of an actual violation of any predatory or abusive         
lending law or regulation and (v) if the Terminator is the NIM Insurer, any     
unreimbursed Servicing Advances, and the principal portion of any unreimbursed  
Advances, made on the Mortgage Loans prior to the exercise of such repurchase,  
(b) the purchase by the Winning Bidder of all of the Mortgage Loans (and REO    
Properties) after a Successful Auction is conducted pursuant to Section 9.04    
and the related auction proceeds are distributed pursuant to Section 9.02(c)    
and (c) the later of (i) the maturity or other liquidation (or any Advance      
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund     
and the disposition of all REO Property and (ii) the distribution to the        
Certificateholders of all amounts required to be distributed to them pursuant   
to this Agreement, as applicable. In no event shall the trusts created hereby   
continue beyond the earlier of (i) the expiration of 21 years from the death    
of the last survivor of the descendants of Joseph P. Kennedy, the late          
Ambassador of the United States to the Court of St. James's, living on the      
date hereof and (ii) the Latest Possible Maturity Date. If any such             
termination will result in a claim under the FSA Policy, the consent of the     
Certificate Insurer will also be required prior to exercising the option        
specified in clause (a) or clause (b) of the preceding sentence.                

 Notwithstanding anything set forth herein to the contrary
(including, without limitation, in Section 9.04), the right to purchase all     
Mortgage Loans and REO Properties by the Terminator or the Winning Bidder       
pursuant to clause (a) or clause (b) of the immediately preceding paragraph,    
as the case may be, shall be conditioned upon (1) the Stated Principal Balance  
of the Mortgage Loans, at the time of any such repurchase, aggregating ten      
percent (10%) or less of the sum of the aggregate Cut-off Date Principal        
Balance of the Initial Mortgage Loans and the Pre-Funded Amount, (2) unless     
the NIM Insurer otherwise consents, the purchase price for such Mortgage Loans  
and REO Properties shall result in a final distribution on any NIM Insurer      
guaranteed notes that is sufficient (x) to pay such notes in full and (y) to    
pay any amounts due and payable to the NIM Insurer pursuant to the indenture    
related to such notes, only in case of a purchase by the Master Servicer        
pursuant to clause (a) of the immediately preceding paragraph, the absence of   
a request for an auction, or the absence of a Successful Auction, of the        
Mortgage Loans and REO Properties pursuant to Section 9.04, and (4) unless the  
Certificate                                                                     

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Insurer otherwise consents, the purchase price for such Mortgage Loans and REO  
Properties (in the case of an auction pursuant to Section 9.04, excluding any   
portion of such purchase price in excess of the Minimum Auction Amount) shall   
result in a final distribution on the Guaranteed Certificates and the           
Certificate Insurer that is sufficient (x) to pay such Guaranteed Certificates  
in full (without the need of any claim under the FSA Policy) and (y) to pay     
any amounts due and payable to the Certificate Insurer pursuant to the terms    
hereof.                                                                         

      The NIM Insurer's right to purchase all Mortgage Loans and REO
Properties shall be further conditioned upon the written consent of the Master  
Servicer.                                                                       

Section 9.02 Final Distribution on the Certificates.    

(a) Timing of Notice of Final Distribution, Auction or Optional     
Termination.                                                                    

        (1) If on any Determination Date, the Master Servicer determines
that there are no Outstanding Mortgage Loans and no other funds or  
assets in the Trust Fund other than the funds in the Certificate    
  Account, then the Master Servicer shall direct the Trustee promptly to
send a final distribution notice to each Certificateholder and the  
Certificate Insurer in accordance with Section 9.02(b). In the event
  such notice is given, the Master Servicer shall cause all funds in the
Certificate Account to be remitted to the Trustee for deposit in the
Distribution Account on or before the Business Day prior to the     
applicable Distribution Date, net of any amounts permitted to be    
withdrawn pursuant to Section 3.08(a). Upon such final deposit with 
 respect to the Trust Fund and the receipt by the Trustee of a Request
for File Release therefor, the Trustee shall promptly release to the
Master Servicer the Mortgage Files for the Mortgage Loans.          

      (2) If the Directing Certificateholder chooses to exercise its
  right to cause an auction pursuant to Section 9.04, then the Directing
    Certificateholder shall provide written notice to the Master Servicer no
   later than the first day of the calendar month in which such auction is
to be conducted. If a Successful Auction is held pursuant to the    
  requirements of Section 9.04, then the Trustee shall distribute of the
proceeds of the Successful Auction that have been remitted to the   
Distribution Account to the Certificate Insurer and the             
Certificateholders pursuant to Sections 4.04 and 9.04 hereof on the 
Distribution Date in the calendar month immediately following the   
calendar month in which the Successful Auction occurs.              

          (3) If the Directing Certificateholder does not exercise its right
  to cause an auction pursuant to Section 9.04 and the Terminator (after
    prior written notice to the Master Servicer if the Terminator is the NIM
 Insurer) elects to terminate the Trust Fund pursuant to Section 9.01,
then at least 20 days prior to the date notice is to be mailed to   
 Certificateholders in accordance with Section 9.02(b), the Terminator
shall notify the Depositor and the Trustee of (a) its election to   
   terminate the Trust Fund, (b) the Distribution Date on which it intends
to terminate the Trust Fund pursuant to Section 9.01 and (c) the    
  applicable purchase price of the Mortgage Loans and REO Properties. In
    the event such notice is given, the Terminator shall remit to the Master
   Servicer, on or before the Business Day prior to the final Distribution
  Date, for deposit into the Certificate Account, the Termination Price.
The Master Servicer shall cause all funds in                        

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the Certificate Account, including the Termination Price, net of any
amounts permitted to be withdrawn pursuant to Section 3.08(a), to be
 remitted to the Trustee for deposit in the Distribution Account on or
   before the Business Day prior to the applicable Distribution Date. Upon
    such final deposit with respect to the Trust Fund and the receipt by the
Trustee of a Request for File Release therefor, the Trustee shall   
promptly release to the Master Servicer the Mortgage Files for the  
Mortgage Loans.                                                     

    (b) Timing of Notice to Certificateholders of Termination. Notice of any
termination of the Trust Fund (whether because of a Successful Auction,         
Optional Termination or otherwise), specifying the Distribution Date on which   
Certificateholders may surrender their Certificates for payment of the final    
distribution and cancellation, shall be given promptly by the Trustee by        
letter to Certificateholders mailed not earlier than the 10th day and no later  
than the 15th day of the month immediately preceding the month of such final    
distribution. Any such notice shall specify (i) the Distribution Date upon      
which final distribution on the Certificates will be made upon presentation     
and surrender of such Certificates at the office therein designated, (ii) the   
amount of such final distribution, (iii) the location of the office or agency   
at which such presentation and surrender must be made, and (iv) that the        
Record Date otherwise applicable to such Distribution Date is not applicable,   
distributions being made only upon presentation and surrender of such           
Certificates at the office therein specified. The Master Servicer will give     
such notice to each Rating Agency, the Certificate Insurer and the Swap         
Counterparty at the time such notice is given to Certificateholders.            

(c) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class and the   
Certificate Insurer, in each case on the final Distribution Date and in the     
order set forth in Section 4.04 (and with respect to the Class C Certificates   
after a Successful Auction, Sections 9.04(g) and (k)) hereof and in proportion  
to their respective Percentage Interests from the Distribution Account (and,    
if applicable, the Carryover Reserve Fund) an amount equal to (i) as to each    
Class of Regular Certificates, the Certificate Principal Balance thereof plus   
accrued interest thereon (or on its Notional Amount, if applicable) in the      
case of an interest-bearing Certificate, (ii) as to the Certificate Insurer,    
the amounts due and owing to the Certificate Insurer pursuant to the terms of   
this Agreement and (iii) as to the Class A-R Certificates, the amount, if any,  
which remains on deposit in the Distribution Account (other than the amounts    
retained to meet claims) after application pursuant to clause (i) above.        
Notwithstanding the reduction of the Certificate Principal Balance of any       
Class of Certificates to zero, such Class will be outstanding hereunder         
(solely for the purpose of receiving distributions (if any) to which it may be  
entitled pursuant to the terms of this Agreement and not for any other          
purpose) until the termination of the respective obligations and                
responsibilities of the Depositor, each Seller, the Master Servicer and the     
Trustee hereunder in accordance with Article IX.                                

(d) In the event that any affected Certificateholders shall not     
surrender their respective Certificates for cancellation within six months      
after the date specified in the above mentioned written notice, the Trustee     
shall give a second written notice to the remaining Certificateholders to       
surrender their Certificates for cancellation and receive the final             
distribution with respect thereto. If within six months after the second        
notice all the applicable Certificates shall not have been surrendered for      
cancellation, the Trustee may take appropriate steps, or may appoint an agent   
to take appropriate steps, to contact the remaining Certificateholders          
concerning surrender of their Certificates, and the cost thereof shall be paid  
out of the funds and other assets                                               

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that remain a part of the Trust Fund. If within one year after the second       
notice all Certificates shall not have been surrendered for cancellation, the   
Certificate Insurer, with respect to any unpaid FSA Reimbursement Amounts, and  
the Class A-R Certificates shall be entitled to all unclaimed funds and other   
assets of the Trust Fund that remain subject to this Agreement.                 

Section 9.03 Additional Termination Requirements.       

        (a) In the event the Terminator exercises its purchase option as
provided in Section 9.01 or there is a Successful Auction pursuant to Section   
9.04, the Trust Fund shall be terminated in accordance with the following       
additional requirements, unless the Trustee has been supplied with an Opinion   
of Counsel, at the expense of the Terminator (or the Directing                  
Certificateholder, in the case of a Successful Auction), to the effect that     
the failure of the Trust Fund to comply with the requirements of this Section   
9.03 will not (i) result in the imposition of taxes on "prohibited              
transactions" on any REMIC as defined in Section 860F of the Code, or (ii)      
cause any REMIC created hereunder to fail to qualify as a REMIC at any time     
that any Certificates are outstanding:                                          

                (1) The Master Servicer shall establish a 90-day liquidation
  period and notify the Trustee thereof, which shall in turn specify the
first day of such period in a statement attached to the Trust Fund's
  final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The
  Master Servicer shall prepare a plan of complete liquidation and shall
   otherwise satisfy all the requirements of a qualified liquidation under
    Section 860F of the Code and any regulations thereunder, as evidenced by
an Opinion of Counsel delivered to the Trustee and the Depositor    
obtained at the expense of the Terminator (or the Directing         
Certificateholder, in the case of a Successful Auction); and        

                (2) Within 90 days after the time of adoption of such a plan
    of complete liquidation, the Trustee shall sell all of the assets of the
Trust Fund to the Terminator (or the Winning Bidder in the case of a
Successful Auction) for cash in accordance with Section 9.01 and, if
applicable, Section 9.04.                                           

        (b) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Master Servicer to prepare and the Trustee to adopt and    
sign a plan of complete liquidation which authorization shall be binding upon   
all successor Certificateholders. The Trustee shall attach a statement to the   
final federal income tax return for each of any REMIC created hereunder         
stating that pursuant to Treasury Regulation Section 1.860F-1, the first day    
of the 90-day liquidation period for each the REMIC was the date on which the   
Trustee sold the assets of the Trust Fund to the Terminator.                    

         (c) The Trustee, as agent for any REMIC created hereunder, hereby
agrees to adopt and sign such a plan of complete liquidation upon the written   
request of the Master Servicer, and the receipt of the Opinion of Counsel       
referred to in Section 9.03(a)(1) and to take such other action in connection   
therewith as may be reasonably requested by the Terminator or the Directing     
Certificateholder, as applicable.                                               

      Section 9.04 Auction of the Mortgage Loans and REO Properties.

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    (a) On or after the Optional Termination Date, the Holder of the largest
Percentage Interest of the Class C Certificates (the "Directing                 
Certificateholder"), at its option, may by written instruction direct the       
Master Servicer to direct the Trustee to solicit bids in a commercially         
reasonable manner from Qualified Bidders for the purchase of the Mortgage       
Loans and any REO Properties owned by the Trust Fund. The Directing             
Certificateholder shall provide written notice to the Master Servicer as        
provided in Section 9.02(a)(2). Any such direction by the Directing             
Certificateholder shall (i) be made in writing and (ii) include contact         
information for the Directing Certificateholder. Upon receipt of any direction  
from the Directing Certificateholder meeting the requirements of the            
immediately preceding sentence, the Trustee shall commence the auction process  
described in this Section 9.04. The Trustee may engage a financial advisor,     
which financial advisor may be CHL or one of its affiliates, in order to        
perform any of the duties of the Trustee specified in Section 9.04. To          
effectuate such sale, the Trustee (or such financial advisor) shall follow the  
procedures specified in Section 9.04(b) below. The Trustee shall facilitate     
the sale of the assets in the Trust Fund to the Winning Bidder so long as the   
Trustee (or any financial advisor on its behalf) has received at least three    
bids from Qualified Bidders, at least one such bid is at least equal to the     
Acceptable Bid Amount and the conditions specified in the second paragraph of   
Section 9.01 are satisfied. In the event the auction is not a Successful        
Auction, the Trustee may repeat this process periodically thereafter as         
directed by the Directing Certificateholder until a Successful Auction is       
conducted or the Terminator purchases all of the Mortgage Loans and REO         
Properties pursuant to Section 9.01. The Trustee shall be reimbursed for its    
reasonable costs, including expenses associated with engaging any financial     
advisor, from the Directing Certificateholder if the auction is not a           
Successful Auction, and, if the auction is a Successful Auction, from the       
proceeds of the auction before the proceeds are distributed to                  
Certificateholders and the Certificate Insurer.                                 

     The Trustee, upon inquiry from the Master Servicer, agrees to
provide the Master Servicer with the Percentage Interest of Class C             
Certificates held by the Directing Certificateholder.                           

If CHL or any of its affiliates is the Directing        
Certificateholder, such Directing Certificateholder shall not have the right    
to direct the Trustee to solicit bids for the purchase of the Mortgage Loans    
and any REO Properties owned by the Trust Fund.                                 

  (b) The Trustee (or any financial advisor on its behalf) shall solicit
bids for the purchase of assets owned by the Trust Fund as provided in Section  
9.04(a) not later than two Business Days following receipt of the Directing     
Certificateholder's written instruction by contacting by telephone or in        
writing at least three Qualified Bidders and requesting that each Qualified     
Bidder bid on the Mortgage Loans and REO Properties owned by the Trust Fund     
(on a non-recourse basis with no representations or warranties of any nature    
whatsoever made by the Trustee (or such financial advisor)) and providing to    
the Qualified Bidder any information relating to the Mortgage Loans and REO     
Properties owned by the Trust Fund reasonably requested by such Qualified       
Bidder, subject to the Qualified Bidder's written agreement not to use such     
information in the purchase or sale of Certificates (it being understood no     
Qualified Bidder shall be obligated to submit a bid or take any other action    
in connection with any auction). The Master Servicer shall cooperate with the   
Trustee (and any financial advisor on its behalf) during the auction process.   
At 1:00 p.m. New York time on the second Business Day after the date on which   
bids are last solicited (such second day, the "Bid Determination Date"),        

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the Trustee (or any financial advisor on its behalf) shall determine the        
highest bid based on the bids received by the Trustee (or any financial         
advisor on its behalf) on or before such time.                                  

  (c) If the highest of the bids that are submitted by Qualified Bidders
are less than the Minimum Auction Amount, then the Trustee shall promptly       
inform the Directing Certificateholder of the amount of the shortfall and       
indicate that the Directing Certificateholder must notify the Trustee within    
24 hours whether it will contribute the amount of such difference (such         
difference being the "Auction Supplement Amount") so that the auction will be   
a Successful Auction. If the highest of the bids that are submitted by          
Qualified Bidders is equal to or greater than the Minimum Auction Amount, or    
if the Directing Certificateholder notifies the Trustee within 24 hours of its  
receipt of notice as described in the previous sentence that it will            
contribute the Auction Supplement Amount, then the Trustee (or any financial    
advisor on its behalf) shall notify promptly (but in any event no later than    
3:00 p.m. New York time on the Business Day following the Bid Determination     
Date) the Winning Bidder that its bid was the highest bid and shall provide     
wiring instructions for payment of the bid amount into the Certificate Account  
by 12:00 p.m. New York time on the second Business Day following the Bid        
Determination Date and, if applicable, provide the Directing Certificateholder  
with wiring instructions for payment of the Auction Supplement Amount into the  
Certificate Account by such time.                                               

 (d) If such Winning Bidder does not wire the bid amount so that it is
received in the Certificate Account in immediately available funds by 12:00     
p.m. New York time on the second Business Day following the Bid Determination   
Date, the Trustee shall repeat the process specified in the preceding           
paragraph with respect to the second highest bid, but only if such bid is at    
least the Minimum Auction Amount or the Directing Certificateholder agrees to   
pay the new Auction Supplement Amount. If no other bids are available to be     
accepted pursuant to the preceding sentence, or if the amount remitted by the   
Winning Bidder plus any Auction Supplement Amount remitted by the Directing     
Certificateholder is less than the Minimum Auction Amount, then the auction     
shall be considered to have failed for all purposes.                            

(e) The Trustee shall not be liable with regard to the selection or 
engagement of, or for any act or omission of, a financial advisor pursuant to   
this Section 9.04 if the Trustee engages CHL to be such financial advisor.      

(f) In the event of a Successful Auction and so long as the Winning 
Bidder has wired its bid amount (and the Directing Certificateholder has wired  
any Auction Supplement Amount, if applicable) to the Certificate Account as     
provided above and the conditions specified in the second paragraph of Section  
9.01 are satisfied, then the Trustee shall promptly convey to the Winning       
Bidder the Mortgage Loans and REO Properties owned by the Trust Fund. The       
Master Servicer shall take all reasonable actions requested by the Trustee to   
effect such conveyance, including remitting to the Distribution Account from    
the Certificate Account, on the Business Day prior to the Distribution Date on  
which the final distribution to the Certificate Insurer and the final           
distribution on the Certificates are required to be paid under this Agreement,  
all amounts on deposit in the Certificate Account, net of any amounts           
permitted to be withdrawn pursuant to Section 3.08(a) and amounts owing to the  
Trustee in reimbursement of its reasonable costs, including expenses            
associated with engaging any financial advisor, incurred in connection          

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with the auction process. Such amounts owed to the Trustee shall be withdrawn   
from the Certificate Account by the Master Servicer and paid to the Trustee.    

(g) Any amount paid by the Winning Bidder in excess of the Minimum  
Auction Amount shall be distributed by the Trustee pro rata to the Class C      
Certificates on the Distribution Date on which the final distribution on the    
Certificates is made.                                                           

(h) [Reserved.]                                                     

(i) [Reserved.]                                                     

(j) The Master Servicer may purchase the Mortgage Loans and REO     
Properties owned by the Trust Fund for its own account pursuant to Section      
9.01 or consent to the NIM Insurer's purchase of the Mortgage Loans and REO     
Properties owned by the Trust Fund pursuant to Section 9.01 only if (1) the     
Directing Certificateholder chooses not to request an auction as described      
above or if the immediately preceding auction is unsuccessful or (2) the        
Master Servicer notifies the Directing Certificateholder no later than 30 days  
prior to the date on which the Master Servicer or the NIM Insurer, as           
applicable, intends to effect the purchase of the Mortgage Loans and REO        
Properties owned by the Trust Fund and the Directing Certificateholder does     
not direct the Trustee to conduct an auction prior to the end of that 30-day    
period.                                                                         

(k) If the Directing Certificateholder pays any Auction Supplement  
Amount pursuant to Section 9.04(c), on the final Distribution Date any amounts  
distributed to the Class C Certificates will be distributed as follows, first   
to the Directing Certificateholder, in an amount up to such Auction Supplement  
Amount and second to the Class C Certificates, pro rata. For federal income     
tax purposes, such Auction Supplement Amount so distributed shall be deemed     
paid pro rata to the Class C Certificates, and the portion of such amounts      
deemed distributed to holders of the Class C Certificates other than the        
Directing Certificateholder shall be deemed paid from such other holders to     
the Directing Certificateholder.                                                

ARTICLE X.  

MISCELLANEOUS PROVISIONS  

Section 10.01 Amendment.                                

         This Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Sellers and the Trustee with the consent of the NIM    
Insurer, without the consent of any of the Certificateholders (i) to cure any   
ambiguity, (ii) to correct or supplement any provisions herein, (iii) to        
conform this Agreement to the Prospectus Supplement or the Prospectus, (iv) to  
modify, alter, amend, add to or rescind any of the terms or provisions          
contained in this Agreement to comply with any rules or regulations             
promulgated by the Securities and Exchange Commission from time to time, or     
(v) to make such other provisions with respect to matters or questions arising  
under this Agreement, as shall not be inconsistent with any other provisions    
herein if such action shall not, as evidenced by an Opinion of Counsel,         
adversely affect in any material respect the interests of any                   
Certificateholder; provided that any such amendment shall be deemed not to      
adversely affect in any material respect the interests of                       

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the Certificateholders and no such Opinion of Counsel shall be required if the  
Person requesting such amendment obtains a letter from each Rating Agency       
stating that such amendment would not result in the downgrading or withdrawal   
of the respective ratings then assigned to the Certificates (without regard to  
the FSA Policy, in the case of the Guaranteed Certificates), it being           
understood and agreed that any such letter in and of itself will not represent  
a determination as to the materiality of any such amendment and will represent  
a determination only as to the credit issues affecting any such rating. Any     
amendment described above made solely to conform this Agreement to the          
Prospectus or the Prospectus Supplement shall be deemed not to adversely        
affect in any material respect the interests of the Certificateholders.         
Notwithstanding the foregoing, no amendment that significantly changes the      
permitted activities of the trust created by this Agreement may be made         
without the consent of Certificateholders representing not less than 51% of     
the Voting Rights of each Class of Certificates affected by such amendment.     
Each party to this Agreement hereby agrees that it will cooperate with each     
other party in amending this Agreement pursuant to clause (iv) above.           

       The Trustee, the Depositor, the Master Servicer and the Sellers
with the consent of the NIM Insurer may also at any time and from time to time  
amend this Agreement, without the consent of the Certificateholders, to         
modify, eliminate or add to any of its provisions to such extent as shall be    
necessary or appropriate to maintain the qualification of the Trust Fund as a   
REMIC under the Code or to avoid or minimize the risk of the imposition of any  
tax on the Trust Fund pursuant to the Code that would be a claim against the    
Trust Fund at any time prior to the final redemption of the Certificates,       
provided that the Trustee has been provided an Opinion of Counsel, which        
opinion shall be an expense of the party requesting such opinion but in any     
case shall not be an expense of the Trustee, to the effect that such action is  
necessary or appropriate to maintain such qualification or to avoid or          
minimize the risk of the imposition of such a tax.                              

   This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Sellers and the Trustee with the consent    
of the NIM Insurer and the Holders of each Class of Certificates affected       
thereby evidencing not less than 51% of the Voting Rights of such Class for     
the purpose of adding any provisions to or changing in any manner or            
eliminating any of the provisions of this Agreement or of modifying in any      
manner the rights of the Holders of Certificates; provided that no such         
amendment shall (i) reduce in any manner the amount of, or delay the timing     
of, payments required to be distributed on any Certificate without the consent  
of the Holder of such Certificate, (ii) adversely affect in any material        
respect the interests of the Holders of any Class of Certificates in a manner   
other than as described in (i), without the consent of the Holders of           
Certificates of such Class evidencing 66% or more of the Voting Rights of such  
Class, (iii) reduce the aforesaid percentages of Certificates the Holders of    
which are required to consent to any such amendment without the consent of the  
Holders of all such Certificates then outstanding or (iv) adversely affect in   
any material respect the rights or interests of the Certificate Insurer         
without its consent, which consent shall not be unreasonably withheld.          

     Notwithstanding any contrary provision of this Agreement, the
Trustee and the NIM Insurer shall not consent to any amendment to this          
Agreement unless each shall have first received an Opinion of Counsel           
satisfactory to the Trustee and the NIM Insurer, which opinion shall be an      
expense of the party requesting such amendment but in any case shall not be an  
expense of the Trustee or the NIM Insurer, to the effect that such amendment    
will not cause the                                                              

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imposition of any tax on the Trust Fund or the Certificateholders or cause any  
REMIC formed hereunder to fail to qualify as a REMIC at any time that any       
Certificates are outstanding.                                                   

        Promptly after the execution of any amendment to this Agreement,
the Trustee shall furnish written notification of the substance of such         
amendment to the Certificate Insurer, to each Certificateholder (if the         
consent of Certificateholders is required) and each Rating Agency.              

       It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment,    
but it shall be sufficient if such consent shall approve the substance          
thereof. The manner of obtaining such consents and of evidencing the            
authorization of the execution thereof by Certificateholders shall be subject   
to such reasonable regulations as the Trustee may prescribe.                    

         Nothing in this Agreement shall require the Trustee to enter into
an amendment without receiving an Opinion of Counsel, reasonably satisfactory   
to the Trustee and the NIM Insurer that (i) such amendment is permitted and is  
not prohibited by this Agreement and that all requirements for amending this    
Agreement have been complied with; and (ii) either (A) the amendment does not   
adversely affect in any material respect the interests of any                   
Certificateholder or (B) the conclusion set forth in the immediately preceding  
clause (A) is not required to be reached pursuant to this Section 10.01.        

Section 10.02 Recordation of Agreement; Counterparts.   

          This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable       
jurisdictions in which any or all of the properties subject to the Mortgages    
are situated, and in any other appropriate public recording office or           
elsewhere, such recordation to be effected by the Master Servicer at its        
expense.                                                                        

         For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed       
simultaneously in any number of counterparts, each of which counterparts shall  
be deemed to be an original, and such counterparts shall constitute but one     
and the same instrument.                                                        

Section 10.03 Governing Law.                            

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE  
AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND    
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED   
IN ACCORDANCE WITH SUCH LAWS.                                                   

Section 10.04 Intention of Parties.                     

   (a) It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title    
insurance policies and any modifications, extensions and/or assumption          
agreements and private mortgage insurance policies                              

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relating to the Mortgage Loans by the Depositor to the Trustee be, and be       
construed as, an absolute sale thereof to the Trustee. It is, further, not the  
intention of the parties that such conveyance be deemed a pledge thereof by     
the Depositor to the Trustee. However, in the event that, notwithstanding the   
intent of the parties, such assets are held to be the property of the           
Depositor, or if for any other reason this Agreement or any Subsequent          
Transfer Agreement is held or deemed to create a security interest in such      
assets, then (i) this Agreement shall be deemed to be a security agreement      
(within the meaning of the Uniform Commercial Code of the State of New York)    
with respect to all such assets and security interests and (ii) the conveyance  
provided for in this Agreement and any Subsequent Transfer Agreement shall be   
deemed to be an assignment and a grant pursuant to the terms of this Agreement  
by the Depositor to the Trustee, for the benefit of the Certificateholders, of  
a security interest in all of the assets that constitute the Trust Fund,        
whether now owned or hereafter acquired.                                        

        The Depositor for the benefit of the Certificateholders, and the
NIM Insurer shall, to the extent consistent with this Agreement, take such      
actions as may be necessary to ensure that, if this Agreement were deemed to    
create a security interest in the assets of the Trust Fund, such security       
interest would be deemed to be a perfected security interest of first priority  
under applicable law and will be maintained as such throughout the term of the  
Agreement. The Depositor shall arrange for filing any Uniform Commercial Code   
continuation statements in connection with any security interest granted or     
assigned to the Trustee for the benefit of the Certificateholders.              

(b) The Depositor hereby represents that:               

              (i) This Agreement creates a valid and continuing security
         interest (as defined in the Uniform Commercial Code as enacted in
      the State of New York (the "NY UCC")) in the Mortgage Notes in
     favor of the Trustee, which security interest is prior to all
       other liens, and is enforceable as such as against creditors of
and purchasers from the Depositor.                      

               (ii) The Mortgage Notes constitute "instruments" within the
meaning of the NY UCC.                                  

              (iii) Immediately prior to the assignment of each Mortgage
Loan to the Trustee, the Depositor owns and has good and
          marketable title to such Mortgage Loan free and clear of any lien,
claim or encumbrance of any Person.                     

              (iv) The Depositor has received all consents and approvals
      required by the terms of the Mortgage Loans to the sale of the
Mortgage Loans hereunder to the Trustee.                

               (v) All original executed copies of each Mortgage Note that
       are required to be delivered to the Trustee pursuant to Section
2.01 have been delivered to the Trustee.                

                (vi) Other than the security interest granted to the Trustee
  pursuant to this Agreement, the Depositor has not pledged,
    assigned, sold, granted a security interest in, or otherwise
conveyed any of the Mortgage Loans. The Depositor has   

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      not authorized the filing of and is not aware of any financing
      statements against the Depositor that include a description of
       collateral covering the Mortgage Loans other than any financing
          statement relating to the security interest granted to the Trustee
         hereunder or that has been terminated. The Depositor is not aware
  of any judgment or tax lien filings against the Depositor.

The parties to this Agreement shall not waive any of the
representations set forth in this Section 10.04(b) without obtaining a          
confirmation of the then-current ratings of the Certificates.                   

       (c) The Master Servicer shall take such action as is reasonably
necessary to maintain the perfection and priority of the security interest of   
the Trustee in the Mortgage Loans; provided, however, that the obligation to    
deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall be      
solely the Depositor's obligation and the Master Servicer shall not be          
responsible for the safekeeping of the Mortgage Files by the Trustee.           

    (d) It is understood and agreed that the representations and
warranties set forth in subsection (b) above shall survive delivery of the      
Mortgage Files to the Trustee. Upon discovery by the Depositor or the Trustee   
of a breach of any of the foregoing representations and warranties set forth    
in subsection (b) above, which breach materially and adversely affects the      
interest of the Certificateholders, the party discovering such breach shall     
give prompt written notice to the others and to each Rating Agency.             

Section 10.05 Notices.                                  

      (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency and the Certificate Insurer with respect to each   
of the following of which it has actual knowledge:                              

           (1) Any material change or amendment to this Agreement;

                (2) The occurrence of any Event of Default that has not been
cured;                                                              

                (3) The resignation or termination of the Master Servicer or
the Trustee and the appointment of any successor;                   

        (4) The repurchase or substitution of Mortgage Loans
pursuant to Sections 2.02, 2.03, 2.04 and 3.12; and                 

(5) The final payment to Certificateholders.

          (b) In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following:                                                 

              (1) Each report to Certificateholders described in Section
4.05;                                                               

           (2) Each annual statement as to compliance described in
Section 3.17; and                                                   

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             (3) Each annual independent public accountants' servicing
report described in Section 11.07.                                  

     (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile      
transmission, first class mail or delivered to (i) in the case of the           
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,         
facsimile number: (818) 225-4016, Attention: Josh Adler, or such other address  
as may be hereafter furnished to the Sellers, the Master Servicer and the       
Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide Home  
Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number   
(818) 225-4016, Attention: Josh Adler, or such other address as may be          
hereafter furnished to the Depositor, the Master Servicer and the Trustee by    
the Sellers in writing; (iii) in the case of Park Monaco, Park Monaco Inc.,     
4500 Park Granada, Calabasas, California 91302, facsimile number (818)          
225-4028, Attention: Paul Liu, or such other address as may be hereafter        
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers  
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park         
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,          
Attention: Paul Liu, or such other address as may be hereafter furnished to     
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;   
(v) in the case of the Master Servicer, Countrywide Home Loans Servicing LP,    
7105 Corporate Drive, Plano, Texas 75024, facsimile number (805) 520-5623,      
Attention: Mark Wong or such other address as may be hereafter furnished to     
the Depositor, the Sellers and the Trustee by the Master Servicer in writing;   
(vi) in the case of the Trustee, The Bank of New York, 101 Barclay Street, New  
York, New York 10286, Attention: Corporate Trust MBS Administration, CWABS,     
Series 2007-4, or such other address as the Trustee may hereafter furnish to    
the parties hereto; (vii) in the case of the Rating Agencies, (x) Moody's       
Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church        
Street, Sixth Floor, New York, New York 10007, and (y) Standard & Poor's        
Ratings Services, a division of The McGraw-Hill Companies, Attention: Mortgage  
Surveillance Group, 55 Water Street, 41st Floor, New York, New York 10041; and  
(viii) the Certificate Insurer, Financial Security Assurance, Inc., 31 West     
52nd Street, New York, NY, 10019, Attention: Richard Bauerfeld (CWABS 2007-4).  
Notices to Certificateholders shall be deemed given when mailed, first postage  
prepaid, to their respective addresses appearing in the Certificate Register.   

Section 10.06 Severability of Provisions.               

      If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then   
such covenants, agreements, provisions or terms shall be deemed severable from  
the remaining covenants, agreements, provisions or terms of this Agreement and  
shall in no way affect the validity or enforceability of the other provisions   
of this Agreement or of the Certificates or the rights of the Holders thereof.  

Section 10.07 Assignment.                               

         Notwithstanding anything to the contrary contained herein, except
as provided pursuant to Section 6.02, this Agreement may not be assigned by     
the Master Servicer without the prior written consent of the Trustee and the    
Depositor.                                                                      

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 Section 10.08 Limitation on Rights of Certificateholders.

          The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such                 
Certificateholder's legal representative or heirs to claim an accounting or to  
take any action or commence any proceeding in any court for a petition or       
winding up of the Trust Fund, or otherwise affect the rights, obligations and   
liabilities of the parties hereto or any of them.                               

    No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and           
management of the Trust Fund, or the obligations of the parties hereto, nor     
shall anything herein set forth or contained in the terms of the Certificates   
be construed so as to constitute the Certificateholders from time to time as    
partners or members of an association; nor shall any Certificateholder be       
under any liability to any third party by reason of any action taken by the     
parties to this Agreement pursuant to any provision hereof.                     

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or     
proceeding in equity or at law upon or under or with respect to this            
Agreement, unless such Holder previously shall have given to the Trustee a      
written notice of an Event of Default and of the continuance thereof, as        
hereinbefore provided, the Holders of Certificates evidencing not less than     
25% of the Voting Rights shall also have made written request to the Trustee    
to institute such action, suit or proceeding in its own name as Trustee         
hereunder and shall have offered to the Trustee such reasonable indemnity as    
it may require against the costs, expenses, and liabilities to be incurred      
therein or thereby, and the Trustee, for 60 days after its receipt of such      
notice, request and offer of indemnity shall have neglected or refused to       
institute any such action, suit or proceeding; it being understood and          
intended, and being expressly covenanted by each Certificateholder with every   
other Certificateholder and the Trustee, that no one or more Holders of         
Certificates shall have any right in any manner whatever by virtue or by        
availing itself or themselves of any provisions of this Agreement to affect,    
disturb or prejudice the rights of the Holders of any other of the              
Certificates, or to obtain or seek to obtain priority over or preference to     
any other such Holder or to enforce any right under this Agreement, except in   
the manner herein provided and for the common benefit of all                    
Certificateholders. For the protection and enforcement of the provisions of     
this Section 10.08, each and every Certificateholder and the Trustee shall be   
entitled to such relief as can be given either at law or in equity.             

Section 10.09 Inspection and Audit Rights.              

       The Master Servicer agrees that, on reasonable prior notice, it
will permit any representative of the Depositor, any Seller, the NIM Insurer    
or the Trustee during the Master Servicer's normal business hours, to examine   
all the books of account, records, reports and other papers of the Master       
Servicer relating to the Mortgage Loans, to make copies and extracts            
therefrom, to cause such books to be audited by independent certified public    
accountants selected by the Depositor, a Seller, the NIM Insurer or the         
Trustee and to discuss its affairs, finances and accounts relating to the       
Mortgage Loans with its officers, employees and independent public accountants  
(and by this provision the Master Servicer hereby authorizes such accountants   
to discuss with such representative such affairs, finances and accounts), all   
at such reasonable times                                                        

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and as often as may be reasonably requested. Any out-of-pocket expense          
incident to the exercise by the Depositor, any Seller, the NIM Insurer or the   
Trustee of any right under this Section 10.09 shall be borne by the party       
requesting such inspection; all other such expenses shall be borne by the       
Master Servicer.                                                                

Section 10.10 Certificates Nonassessable and Fully Paid.

          It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests  
in the Trust Fund represented by the Certificates shall be nonassessable for    
any reason whatsoever, and that the Certificates, upon due authentication       
thereof by the Trustee pursuant to this Agreement, are and shall be deemed      
fully paid.                                                                     

Section 10.11 Rights of NIM Insurer.                    

          (a) The rights of the NIM Insurer under this Agreement shall exist
only so long as either:                                                         

             (1) the notes certain payments on which are guaranteed by
the NIM Insurer remain outstanding or                               

               (2) the NIM Insurer is owed amounts paid by it with respect
to that guaranty.                                                   

  (b) The rights of the NIM Insurer under this Agreement are
exercisable by the NIM Insurer only so long as no default by the NIM Insurer    
under its guaranty of certain payments under notes backed or secured by the     
Class C or Class P Certificates has occurred and is continuing. If the NIM      
Insurer is the subject of any insolvency proceeding, the rights of the NIM      
Insurer under this Agreement will be exercisable by the NIM Insurer only so     
long as:                                                                        

                (1) the obligations of the NIM Insurer under its guaranty of
   notes backed or secured by the Class C or Class P Certificates have not
been disavowed and                                                  

               (2) CHL and the Trustee have received reasonable assurances
  that the NIM Insurer will be able to satisfy its obligations under its
guaranty of notes backed or secured by the Class C or Class P       
Certificates.                                                       

          (c) The NIM Insurer is a third party beneficiary of this Agreement
to the same extent as if it were a party to this Agreement and may enforce any  
of those rights under this Agreement.                                           

  (d) A copy of any documents of any nature required by this
Agreement to be delivered by the Trustee, or to the Trustee or the Rating       
Agencies, shall in each case at the same time also be delivered to the NIM      
Insurer. Any notices required to be given by the Trustee, or to the Trustee or  
the Rating Agencies, shall in each case at the same time also be given to the   
NIM Insurer. If the Trustee receives a notice or document that is required      
hereunder to be delivered to the NIM Insurer, and if such notice or document    
does not indicate that a copy thereof has been previously sent to the NIM       
Insurer, the Trustee shall send the NIM Insurer a copy of such notice           

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or document. If such document is an Opinion of Counsel, the NIM Insurer shall   
be an addressee thereof or such Opinion of Counsel shall contain language       
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an        
addressee thereof.                                                              

 (e) Anything in this Agreement that is conditioned on not
resulting in the downgrading or withdrawal of the ratings then assigned to the  
Certificates by the Rating Agencies shall also be conditioned on not resulting  
in the downgrading or withdrawal of the ratings then assigned by the Rating     
Agencies to the notes backed or secured by the Class C or Class P Certificates  
(without giving effect to any policy or guaranty provided by the NIM Insurer).  

Section 10.12 Protection of Assets.                     

  (a) Except for transactions and activities entered into in
connection with the securitization that is the subject of this Agreement, the   
Trust Fund created by this Agreement is not authorized and has no power to:     

(1) borrow money or issue debt;             

                (2) merge with another entity, reorganize, liquidate or sell
assets; or                                                          

(3) engage in any business or activities.   

        (b) Each party to this Agreement agrees that it will not file an
involuntary bankruptcy petition against the Trustee or the Trust Fund or        
initiate any other form of insolvency proceeding until the date that is one     
year and one day after the Certificates have been paid.                         

ARTICLE XI.   
EXCHANGE ACT REPORTING  

Section 11.01 Filing Obligations.                       

         The Master Servicer, the Trustee and each Seller shall reasonably
cooperate with the Depositor in connection with the satisfaction of the         
Depositor's reporting requirements under the Exchange Act with respect to the   
Trust Fund. In addition to the information specified below, if so requested by  
the Depositor for the purpose of satisfying its reporting obligation under the  
Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the   
Master Servicer shall cause each Subservicer to) provide the Depositor with     
(a) such information which is available to such Person without unreasonable     
effort or expense and within such timeframe as may be reasonably requested by   
the Depositor to comply with the Depositor's reporting obligations under the    
Exchange Act and (b) to the extent such Person is a party (and the Depositor    
is not a party) to any agreement or amendment required to be filed, copies of   
such agreement or amendment in EDGAR-compatible form.                           

Section 11.02 Form 10-D Filings.                        

          (a) In accordance with the Exchange Act, the Trustee shall prepare
for filing and file within 15 days after each Distribution Date (subject to     
permitted extensions under the                                                  

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Exchange Act) with the Commission with respect to the Trust Fund, a Form 10-D   
with copies of the Monthly Statement and, to the extent delivered to the        
Trustee, no later than 10 days following the Distribution Date, such other      
information identified by the Depositor or the Master Servicer, in writing, to  
be filed with the Commission (such other information, the "Additional           
Designated Information"). If the Depositor or Master Servicer directs that any  
Additional Designated Information is to be filed with any Form 10-D, the        
Depositor or Master Servicer, as the case may be, shall specify the Item on     
Form 10-D to which such information is responsive and, with respect to any      
Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be     
filed on Form 10-D shall be delivered to the Trustee in EDGAR-compatible form   
or as otherwise agreed upon by the Trustee and the Depositor or the Master      
Servicer, as the case may be, at the Depositor's expense, and any necessary     
conversion to EDGAR-compatible format will be at the Depositor's expense. At    
the reasonable request of, and in accordance with the reasonable directions     
of, the Depositor or the Master Servicer, subject to the two preceding          
sentences, the Trustee shall prepare for filing and file an amendment to any    
Form 10-D previously filed with the Commission with respect to the Trust Fund.  
The Master Servicer shall sign the Form 10-D filed on behalf of the Trust       
Fund.                                                                           

    (b) No later than each Distribution Date, each of the Master
Servicer and the Trustee shall notify (and the Master Servicer shall cause any  
Subservicer to notify) the Depositor and the Master Servicer of any Form 10-D   
Disclosure Item, together with a description of any such Form 10-D Disclosure   
Item in form and substance reasonably acceptable to the Depositor. In addition  
to such information as the Master Servicer and the Trustee are obligated to     
provide pursuant to other provisions of this Agreement, if so requested by the  
Depositor, each of the Master Servicer and the Trustee shall provide such       
information which is available to the Master Servicer and the Trustee, as       
applicable, without unreasonable effort or expense regarding the performance    
or servicing of the Mortgage Loans (in the case of the Trustee, based on the    
information provided by the Master Servicer) as is reasonably required to       
facilitate preparation of distribution reports in accordance with Item 1121 of  
Regulation AB. Such information shall be provided concurrently with the         
Remittance Reports in the case of the Master Servicer and the Monthly           
Statement in the case of the Trustee, commencing with the first such report     
due not less than five Business Days following such request.                    

     (c) The Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a       
format suitable (or readily convertible into a format suitable) for electronic  
filing via the EDGAR system and shall not have any responsibility to convert    
any such items to such format (other than those items generated by it or that   
are readily convertible to such format). The Trustee shall have no liability    
to the Certificateholders, the Trust Fund, the Master Servicer, the Depositor   
or the NIM Insurer with respect to any failure to properly prepare or file any  
of Form 10-D to the extent that such failure is not the result of any           
negligence, bad faith or willful misconduct on its part.                        

Section 11.03 Form 8-K Filings.                         

         The Master Servicer shall prepare and file on behalf of the Trust
Fund any Form 8-K required by the Exchange Act. Each Form 8-K must be signed    
by the Master Servicer. Each of the Master Servicer (and the Master Servicer    
shall cause any Subservicer to promptly notify) and the Trustee shall promptly  
notify the Depositor and the Master Servicer (if the                            

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notifying party is not the Master Servicer), but in no event later than one     
(1) Business Day after its occurrence, of any Reportable Event of which it has  
actual knowledge. Each Person shall be deemed to have actual knowledge of any   
such event to the extent that it relates to such Person or any action or        
failure to act by such Person. Concurrently with any Subsequent Transfer, CHL   
shall notify the Depositor and the Master Servicer, if any material pool        
characteristic of the actual asset pool at the time of issuance of the          
Certificates differs by 5% or more (other than as a result of the pool assets   
converting into cash in accordance with their terms) from the description of    
the asset pool in the Prospectus Supplement.                                    

Section 11.04 Form 10-K Filings.                        

     Prior to March 30th of each year, commencing in 2008 (or such
earlier date as may be required by the Exchange Act), the Depositor shall       
prepare and file on behalf of the Trust Fund a Form 10-K, in form and           
substance as required by the Exchange Act. A senior officer in charge of the    
servicing function of the Master Servicer shall sign each Form 10-K filed on    
behalf of the Trust Fund. Such Form 10-K shall include as exhibits each (i)     
annual compliance statement described under Section 3.17, (ii) annual report    
on assessments of compliance with servicing criteria described under Section    
11.07 and (iii) accountant's report described under Section 11.07. Each Form    
10-K shall also include any Sarbanes-Oxley Certification required to be         
included therewith, as described in Section 11.05.                              

       If the Item 1119 Parties listed on Exhibit Z have changed since
the Closing Date, no later than March 1 of each year, the Master Servicer       
shall provide each of the Master Servicer (and the Master Servicer shall        
provide any Subservicer) and the Trustee with an updated Exhibit Z setting      
forth the Item 1119 Parties. No later than March 15 of each year, commencing    
in 2008, the Master Servicer and the Trustee shall notify (and the Master       
Servicer shall cause any Subservicer to notify) the Depositor and the Master    
Servicer of any Form 10-K Disclosure Item, together with a description of any   
such Form 10-K Disclosure Item in form and substance reasonably acceptable to   
the Depositor. Additionally, each of the Master Servicer and the Trustee shall  
provide, and shall cause each Reporting Subcontractor retained by the Master    
Servicer or the Trustee, as applicable, and in the case of the Master Servicer  
shall cause each Subservicer, to provide, the following information no later    
than March 15 of each year in which a Form 10-K is required to be filed on      
behalf of the Trust Fund: (i) if such Person's report on assessment of          
compliance with servicing criteria described under Section 11.07 or related     
registered public accounting firm attestation report described under Section    
11.07 identifies any material instance of noncompliance, notification of such   
instance of noncompliance and (ii) if any such Person's report on assessment    
of compliance with servicing criteria or related registered public accounting   
firm attestation report is not provided to be filed as an exhibit to such Form  
10-K, information detailing the explanation why such report is not included.    

Section 11.05 Sarbanes-Oxley Certification.             

         Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange    
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and the rules    
and regulations of the Commission promulgated thereunder (including any         
interpretations thereof by the Commission's staff)). No later than March 15 of  
each year, beginning in 2008, the Master Servicer and the Trustee shall         
(unless such                                                                    

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person is the Certifying Person), and the Master Servicer shall cause each      
Subservicer and each Reporting Subcontractor and the Trustee shall cause each   
Reporting Subcontractor to, provide to the Person who signs the Sarbanes-Oxley  
Certification (the "Certifying Person") a certification (each, a "Performance   
Certification"), in the form attached hereto as Exhibit X-1 (in the case of a   
Subservicer or any Reporting Subcontractor of the Master Servicer or a          
Subservicer) and Exhibit X-2 (in the case of the Trustee or any Reporting       
Subcontractor of the Trustee), on which the Certifying Person, the entity for   
which the Certifying Person acts as an officer, and such entity's officers,     
directors and Affiliates (collectively with the Certifying Person,              
"Certification Parties") can reasonably rely. The senior officer in charge of   
the servicing function of the Master Servicer shall serve as the Certifying     
Person on behalf of the Trust Fund. Neither the Master Servicer nor the         
Depositor will request delivery of a certification under this clause unless     
the Depositor is required under the Exchange Act to file an annual report on    
Form 10-K with respect to the Trust Fund. In the event that prior to the        
filing date of the Form 10-K in March of each year, the Trustee or the          
Depositor has actual knowledge of information material to the Sarbanes-Oxley    
Certification, the Trustee or the Depositor, as the case may be, shall          
promptly notify the Master Servicer and the Depositor. The respective parties   
hereto agree to cooperate with all reasonable requests made by any Certifying   
Person or Certification Party in connection with such Person's attempt to       
conduct any due diligence that such Person reasonably believes to be            
appropriate in order to allow it to deliver any Sarbanes-Oxley Certification    
or portion thereof with respect to the Trust Fund.                              

Section 11.06 Form 15 Filing.                           

       Prior to January 30 of the first year in which the Depositor is
able to do so under applicable law, the Depositor shall file a Form 15          
relating to the automatic suspension of reporting in respect of the Trust Fund  
under the Exchange Act.                                                         

         Section 11.07 Report on Assessment of Compliance and Attestation.

      (a) On or before March 15 of each calendar year, commencing in
2008:                                                                           

         (1) Each of the Master Servicer and the Trustee shall
  deliver to the Depositor and the Master Servicer a report (in form and
    substance reasonably satisfactory to the Depositor) regarding the Master
Servicer's or the Trustee's, as applicable, assessment of compliance
 with the Servicing Criteria during the immediately preceding calendar
   year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
    Item 1122 of Regulation AB. Such report shall be signed by an authorized
   officer of such Person and shall address each of the Servicing Criteria
specified on a certification substantially in the form of Exhibit Y 
hereto delivered to the Depositor concurrently with the execution of
this Agreement. To the extent any of the Servicing Criteria are not 
applicable to such Person, with respect to asset-backed securities  
   transactions taken as a whole involving such Person and that are backed
by the same asset type backing the Certificates, such report shall  
 include such a statement to that effect. The Depositor and the Master
  Servicer, and each of their respective officers and directors shall be
entitled to rely on upon each such servicing criteria assessment.   

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         (2) Each of the Master Servicer and the Trustee shall
deliver to the Depositor and the Master Servicer a report of a      
    registered public accounting firm reasonably acceptable to the Depositor
 that attests to, and reports on, the assessment of compliance made by
    Master Servicer or the Trustee, as applicable, and delivered pursuant to
  the preceding paragraphs. Such attestation shall be in accordance with
   Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
 and the Exchange Act, including, without limitation that in the event
that an overall opinion cannot be expressed, such registered public 
   accounting firm shall state in such report why it was unable to express
  such an opinion. Such report must be available for general use and not
contain restricted use language. To the extent any of the Servicing 
    Criteria are not applicable to such Person, with respect to asset-backed
   securities transactions taken as a whole involving such Person and that
   are backed by the same asset type backing the Certificates, such report
shall include such a statement that that effect.                    

            (3) The Master Servicer shall cause each Subservicer and
  each Reporting Subcontractor to deliver to the Depositor an assessment
of compliance and accountant's attestation as and when provided in  
paragraphs (a) and (b) of this Section 11.07.                       

               (4) The Trustee shall cause each Reporting Subcontractor to
deliver to the Depositor and the Master Servicer an assessment of   
compliance and accountant's attestation as and when provided in     
paragraphs (a) and (b) of this Section.                             

              (5) The Master Servicer and the Trustee shall execute (and
the Master Servicer shall cause each Subservicer to execute, and the
    Master Servicer and the Trustee shall cause each Reporting Subcontractor
  to execute) a reliance certificate to enable the Certification Parties
  to rely upon each (i) annual compliance statement provided pursuant to
Section 3.17, (ii) annual report on assessments of compliance with  
servicing criteria provided pursuant to this Section 11.07 and (iii)
 accountant's report provided pursuant to this Section 11.07 and shall
 include a certification that each such annual compliance statement or
report discloses any deficiencies or defaults described to the      
   registered public accountants of such Person to enable such accountants
to render the certificates provided for in this Section 11.07.      

          (b) In the event the Master Servicer, any Subservicer, the Trustee
or Reporting Subcontractor is terminated or resigns during the term of this     
Agreement, such Person shall provide documents and information required by      
this Section 11.07 with respect to the period of time it was subject to this    
Agreement or provided services with respect to the Trust Fund, the              
Certificates or the Mortgage Loans.                                             

   (c) Each assessment of compliance provided by a Subservicer
pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria    
specified on a certification substantially in the form of Exhibit Y hereto      
delivered to the Depositor concurrently with the execution of this Agreement    
or, in the case of a Subservicer subsequently appointed as such, on or prior    
to the date of such appointment. An assessment of compliance provided by a      
Subcontractor pursuant to Section 11.07(a)(3) or (4) need not address any       
elements of the                                                                 

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Servicing Criteria other than those specified by the Master Servicer or the     
Trustee, as applicable, pursuant to Section 11.07(a)(1).                        

Section 11.08 Use of Subservicers and Subcontractors.   

       (a) The Master Servicer shall cause any Subservicer used by the
Master Servicer (or by any Subservicer) for the benefit of the Depositor to     
comply with the provisions of Section 3.17 and this Article XI to the same      
extent as if such Subservicer were the Master Servicer (except with respect to  
the Master Servicer's duties with respect to preparing and filing any Exchange  
Act Reports or as the Certifying Person). The Master Servicer shall be          
responsible for obtaining from each Subservicer and delivering to the           
Depositor any servicer compliance statement required to be delivered by such    
Subservicer under Section 3.17, any assessment of compliance and attestation    
required to be delivered by such Subservicer under Section 11.07 and any        
certification required to be delivered to the Certifying Person under Section   
11.05 as and when required to be delivered. As a condition to the succession    
to any Subservicer as subservicer under this Agreement by any Person (i) into   
which such Subservicer may be merged or consolidated, or (ii) which may be      
appointed as a successor to any Subservicer, the Master Servicer shall provide  
to the Depositor, at least 15 calendar days prior to the effective date of      
such succession or appointment, (x) written notice to the Depositor of such     
succession or appointment and (y) in writing and in form and substance          
reasonably satisfactory to the Depositor, all information reasonably requested  
by the Depositor in order to comply with its reporting obligation under Item    
6.02 of Form 8-K.                                                               

  (b) It shall not be necessary for the Master Servicer, any
Subservicer or the Trustee to seek the consent of the Depositor or any other    
party hereto prior to the utilization of any Subcontractor. The Master          
Servicer or the Trustee, as applicable, shall promptly upon request provide to  
the Depositor (or any designee of the Depositor, such as the Master Servicer    
or administrator) a written description (in form and substance satisfactory to  
the Depositor) of the role and function of each Subcontractor utilized by such  
Person (or in the case of the Master Servicer, any Subservicer), specifying     
(i) the identity of each such Subcontractor, (ii) which (if any) of such        
Subcontractors are "participating in the servicing function" within the         
meaning of Item 1122 of Regulation AB, and (iii) which elements of the          
Servicing Criteria will be addressed in assessments of compliance provided by   
each Subcontractor identified pursuant to clause (ii) of this paragraph.        

         As a condition to the utilization of any Subcontractor determined
to be a Reporting Subcontractor, the Master Servicer or the Trustee, as         
applicable, shall cause any such Subcontractor used by such Person (or in the   
case of the Master Servicer, any Subservicer) for the benefit of the Depositor  
to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to  
the same extent as if such Subcontractor were the Master Servicer (except with  
respect to the Master Servicer's duties with respect to preparing and filing    
any Exchange Act Reports or as the Certifying Person) or the Trustee, as        
applicable. The Master Servicer or the Trustee, as applicable, shall be         
responsible for obtaining from each Subcontractor and delivering to the         
Depositor and the Master Servicer, any assessment of compliance and             
attestation required to be delivered by such Subcontractor under Section 11.05  
and Section 11.07, in each case as and when required to be delivered.           

163   

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Section 11.09 Amendments.                               

    In the event the parties to this Agreement desire to further
clarify or amend any provision of this Article XI, this Agreement shall be      
amended to reflect the new agreement between the parties covering matters in    
this Article XI pursuant to Section 10.01, which amendment shall not require    
any Opinion of Counsel or Rating Agency confirmations or the consent of any     
Certificateholder or the NIM Insurer.                                           

    If, during the period that the Depositor is required to file
Exchange Act Reports with respect to the Trust Fund, the Master Servicer is no  
longer an Affiliate of the Depositor, the Depositor shall assume the            
obligations and responsibilities of the Master Servicer in this Article XI      
with respect to the preparation and filing of the Exchange Act Reports and/or   
acting as the Certifying Person, if the Depositor has received indemnity from   
such successor Master Servicer satisfactory to the Depositor, and such Master   
Servicer has agreed to provide a Sarbanes-Oxley Certification to the Depositor  
substantially in the form of Exhibit AA and the certifications referred to in   
Section 11.07.                                                                  

Section 11.10 Reconciliation of Accounts.               

        Any reconciliation of Accounts performed by any party hereto, or
any Subservicer or Subcontractor shall be prepared no later than 45 calendar    
days after the bank statement cut-off date.                                     

164   

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         IN WITNESS WHEREOF, the parties hereto have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of   
the day and year first above written.                                           

            CWABS, INC.,
                as Depositor

                    By: /s/ Darren Bigby
                                           -----------------------------------
                           Name:  Darren Bigby
                                       Title: Executive Vice President

                             COUNTRYWIDE HOME LOANS, INC.,
                         as a Seller

                    By: /s/ Darren Bigby
                                           -----------------------------------
                           Name:  Darren Bigby
                                       Title: Executive Vice President

                 PARK MONACO INC.,
                         as a Seller

                    By: /s/ Darren Bigby
                                           -----------------------------------
                           Name:  Darren Bigby
                                       Title: Executive Vice President

                PARK SIENNA LLC,
                         as a Seller

                    By: /s/ Darren Bigby
                                           -----------------------------------
                           Name:  Darren Bigby
                                       Title: Executive Vice President

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                                    COUNTRYWIDE HOME LOANS SERVICING LP,
                                as Master Servicer

                         By:  COUNTRYWIDE GP, INC.

                    By: /s/ Darren Bigby
                                           -----------------------------------
                           Name:  Darren Bigby
                                       Title: Executive Vice President

                     THE BANK OF NEW YORK,
                as Trustee

                       By: /s/ Michael Cerchio
                                           -----------------------------------
             Name:
              Title:

                    THE BANK OF NEW YORK
                           (solely with respect to its
                                  obligations under Section 4.01(d))

                     By: /s/ Paul Connolly
                                           -----------------------------------
                            Name:  Paul Connolly
                             Title: Vice President

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                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.
                   as Co-Trustee

                     By: /s/ Bill Marshall
                                           -----------------------------------
                             Name:  Bill Marshall.
                             Title: Vice President

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STATE OF CALIFORNIA                         )                                   
                 )    ss.:
COUNTY OF LOS ANGELES                       )                                   

          On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be an Executive Vice President of Countrywide Home     
Loans, Inc., one of the corporations that executed the within instrument, and   
also known to me to be the person who executed it on behalf of such             
corporation and acknowledged to me that such corporation executed the within    
instrument.                                                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                   /s/ Glenda Daniel
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF CALIFORNIA                         )                                   
                 )    ss.:
COUNTY OF LOS ANGELES                       )                                   

          On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be an Executive Vice President of Countrywide GP,      
Inc., the parent company of Countrywide Home Loans Servicing LP, one of the     
organizations that executed the within instrument, and also known to me to be   
the person who executed it on behalf of such limited partnership and            
acknowledged to me that such limited partnership executed the within            
instrument.                                                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                   /s/ Glenda Daniel
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF CALIFORNIA                         )                                   
                 )    ss.:
COUNTY OF LOS ANGELES                       )                                   

          On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be an Executive Vice President of CWABS, Inc., one of  
the corporations that executed the within instrument, and also known to me to   
be the person who executed it on behalf of such corporation and acknowledged    
to me that such corporation executed the within instrument.                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                   /s/ Glenda Daniel
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF CALIFORNIA                         )                                   
                 )    ss.:
COUNTY OF LOS ANGELES                       )                                   

          On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be an Executive Vice President of Park Monaco Inc.,    
one of the corporations that executed the within instrument, and also known to  
me to be the person who executed it on behalf of such corporation and           
acknowledged to me that such corporation executed the within instrument.        

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                   /s/ Glenda Daniel
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF CALIFORNIA                         )                                   
                 )    ss.:
COUNTY OF LOS ANGELES                       )                                   

          On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be an Executive Vice President of Park Sienna LLC,     
one of the entities that executed the within instrument, and also known to me   
to be the person who executed it on behalf of such entity and acknowledged to   
me that such entity executed the within instrument.                             

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                   /s/ Glenda Daniel
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF NEW YORK                          )                                  
                 )    ss.:
COUNTY OF NEW YORK                          )                                   

         On this 29th day of March, 2007 before me, a notary public in and
for said State, appeared Micahel Cerchio, personally known to me on the basis   
of satisfactory evidence to be a Assitant Treasurer of The Bank of New York, a  
New York banking corporation that executed the within instrument, and also      
known to me to be the person who executed it on behalf of such corporation,     
and acknowledged to me that such corporation executed the within instrument.    

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                    /s/ Joanna Ferreri
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF NEW YORK                           )                                   
                 )    ss.:
COUNTY OF NEW YORK                          )                                   

         On this 29th day of March, 2007 before me, a notary public in and
for said State, appeared Paul Connolly, personally known to me on the basis of  
satisfactory evidence to be a Vice President of The Bank of New York, a New     
York banking corporation that executed the within instrument, and also known    
to me to be the person who executed it on behalf of such corporation, and       
acknowledged to me that such corporation executed the within instrument.        

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                    /s/ Joanna Ferreri
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF CALIFORNIA                         )                                   
                 )    ss.:
COUNTY OF LOS ANGELES                       )                                   

          On this 29th day of March, 2007, before me, a notary public in and
for said State, appeared Bill Marshalll, personally known to me on the basis    
of satisfactory evidence to be a Vice President of The Bank of New York Trust   
Company, N.A., one of the corporations that executed the within instrument,     
and also known to me to be the person who executed it on behalf of such         
corporation and acknowledged to me that such corporation executed the within    
instrument.                                                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                     /s/ Corazon G. Eata
                                      ------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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                                                                Exhibits A-1
                                                                through A-17

[Exhibits A-1 through A-17 are  
photocopies of such Certificates as delivered.] 

[See appropriate documents delivered at 
closing.]   

A-1   

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                                                                   Exhibit B

Exhibit B is a photocopy  
of the Class P Certificates 
as delivered. 

[See appropriate document delivered at closing.]  

B-1   

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                                                                   Exhibit C

Exhibit C is a photocopy  
of the Class C Certificates 
as delivered. 

[See appropriate document delivered at closing.]  

C-1   

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                                                                   Exhibit D

Exhibit D is a photocopy  
of the Class A-R Certificate  
as delivered. 

[See appropriate documents delivered at closing.] 

D-1   

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                                                                   Exhibit E

Exhibit E is a photocopy  
of the Tax Matters Person Certificate 
as delivered. 

[See appropriate documents delivered at closing.] 

E-1   

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                                                         Exhibit F-1 and F-2

[Exhibits F-1 and F-2 are schedules of Mortgage Loans]  

[Delivered to Trustee at closing and on file with the Trustee.] 

F-1   

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EXHIBIT G-1 

FORM OF INITIAL CERTIFICATION OF TRUSTEE  

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2007-4    
  ----------------------------------------------

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2007 (the "Pooling and Servicing Agreement")     
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,     
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home   
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the    
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan        
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in      
full or listed in the attached list of exceptions) the Trustee has received:    

       (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of ______________,  
without recourse", or, if the original Mortgage Note has been lost or           
destroyed and not replaced, an original lost note affidavit, stating that the   
original Mortgage Note was lost or destroyed, together with a copy of the       
related Mortgage Note; and                                                      

         (ii) a duly executed assignment of the Mortgage or a copy of such
assignment, in either case in the form permitted by Section 2.01 of the         
Pooling and Servicing Agreement.                                                

        Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to:    
(i) the validity, legality, sufficiency, enforceability or genuineness of any   
of the documents contained in each Mortgage File of any of the Mortgage Loans   
identified on the Mortgage Loan Schedule or (ii) the collectibility,            
insurability, effectiveness or suitability of any such Mortgage Loan.           

G-1-1   

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Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.    

                                               The Bank of New York,
                                                  as Trustee

                                                     By: _______________________
                                       Name:
                                        Title:

G-1-2   

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EXHIBIT G-2 

FORM OF INTERIM CERTIFICATION OF TRUSTEE  

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2007-4    
  ----------------------------------------------

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2007 (the "Pooling and Servicing Agreement")     
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,     
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home   
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the    
undersigned, as Trustee, hereby certifies that[, with respect to the            
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer  
Agreement, dated as of __________ (the "Subsequent Transfer Agreement") among   
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park      
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, and The Bank of New     
York, as Trustee], except as listed in the following paragraph, as to each      
[Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the [related        
supplement to the] Mortgage Loan Schedule (other than any Mortgage Loan paid    
in full or listed on the attached list of exceptions) the Trustee has           
received:                                                                       

       (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of _______________  
without recourse", with all intervening endorsements that show a complete       
chain of endorsement from the originator to the Person endorsing the Mortgage   
Note (each such endorsement being sufficient to transfer all right, title and   
interest of the party so endorsing, as noteholder or assignee thereof, in and   
to that Mortgage Note), or, if the original Mortgage Note has been lost or      
destroyed and not replaced, an original lost note affidavit, stating that the   
original Mortgage Note was lost or destroyed, together with a copy of the       
related Mortgage Note and all such intervening endorsements;                    

   (ii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, the original recorded          
Mortgage or a copy of such Mortgage, with recording information, and in the     
case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS   
Mortgage Loan, the original Mortgage or a copy of such Mortgage, with           
recording information, noting thereon the presence of the MIN of the [Initial   
Mortgage Loan][Subsequent Mortgage Loan] and language indicating that the       
[Initial Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the          
[Initial Mortgage Loan][Subsequent                                              

G-2-1   

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Mortgage Loan] is a MOM Loan, with evidence of recording indicated thereon, or  
a copy of the Mortgage certified by the public recording office in which such   
Mortgage has been recorded;                                                     

    (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of  
the Mortgage to "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The  
Bank of New York, a New York banking corporation, as trustee under the Pooling  
and Servicing Agreement dated as of March 1, 2007, without recourse" or a copy  
of such assignment, with recording information, or, in the case of each         
[Initial Mortgage Loan][Subsequent Mortgage Loan] with respect to property      
located in the State of California that is not a MERS Mortgage Loan, a duly     
executed assignment of the Mortgage in blank (each such assignment, when duly   
and validly completed, to be in recordable form and sufficient to effect the    
assignment of and transfer to the assignee thereof, under the Mortgage to       
which such assignment relates);                                                 

   (iv) the original recorded assignment or assignments of the
Mortgage or a copy of such assignments, with recording information, together    
with all interim recorded assignments of such Mortgage or a copy of such        
assignments, with recording information (in each case noting the presence of a  
MIN in the case of each MERS Mortgage Loan);                                    

    (v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and                        

          (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and    
all riders thereto or, in the event such original title policy has not been     
received from the insurer, any one of an original title binder, an original     
preliminary title report or an original title commitment, or a copy thereof     
certified by the title company, with the original policy of title insurance to  
be delivered within one year of the Closing Date.                               

  In the event that in connection with any [Initial Mortgage
Loan][Subsequent Mortgage Loan] that is not a MERS Mortgage Loan the            
applicable Seller cannot deliver the original recorded Mortgage or all interim  
recorded assignments of the Mortgage satisfying the requirements of clause      
(ii), (iii) or (iv), as applicable, the Trustee has received, in lieu thereof,  
a true and complete copy of such Mortgage and/or such assignment or             
assignments of the Mortgage, as applicable, each certified by the applicable    
Seller, the applicable title company, escrow agent or attorney, or the          
originator of such [Initial Mortgage Loan][Subsequent Mortgage Loan], as the    
case may be, to be a true and complete copy of the original Mortgage or         
assignment of Mortgage submitted for recording.                                 

        Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such  
[Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii) the information     
set forth in items (i), (iii), (iv), (vi), (vii) and (xiii) of the              
definition of the "Mortgage Loan Schedule" in Section 1.01 of the Pooling and   
Servicing Agreement accurately reflects information set forth in the Mortgage   
File.                                                                           

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing                                                           

G-2-2   

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Agreement. The Trustee makes no representations as to: (i) the validity,        
legality, sufficiency, enforceability or genuineness of any of the documents    
contained in each Mortgage File of any of the [Initial Mortgage                 
Loans][Subsequent Mortgage Loans] identified on the [related supplement to      
the] Mortgage Loan Schedule or (ii) the collectibility, insurability,           
effectiveness or suitability of any such Mortgage Loan.                         

G-2-3   

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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   

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EXHIBIT G-3 

FORM OF DELAY DELIVERY CERTIFICATION  

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2007-4    
  ----------------------------------------------

Gentlemen:                                                                      

  [Reference is made to the Initial Certification of Trustee
relating to the above-referenced series, with the schedule of exceptions        
attached thereto, delivered by the undersigned, as Trustee, on the Closing      
Date in accordance with Section 2.02 of the Pooling and Servicing Agreement     
dated as of March 1, 2007 (the "Pooling and Servicing Agreement") among CWABS,  
Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco      
Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans         
Servicing LP, as Master Servicer, and the undersigned, as Trustee.] The         
undersigned hereby certifies that [, with respect to the Subsequent Mortgage    
Loans delivered in connection with the Subsequent Transfer Agreement, dated as  
of __________ (the "Subsequent Transfer Agreement") among CWABS, Inc., as       
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a    
Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee,] as  
to each Delay Delivery Mortgage Loan listed on the Schedule A attached hereto   
(other than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full  
or listed on Schedule B attached hereto) the Trustee has received:              

       (1) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of _______________  
without recourse", with all intervening endorsements that show a complete       
chain of endorsement from the originator to the Person endorsing the Mortgage   
Note (each such endorsement being sufficient to transfer all right, title and   
interest of the party so endorsing, as noteholder or assignee thereof, in and   
to that Mortgage Note), or, if the original Mortgage Note has been lost or      
destroyed and not replaced, an original lost note affidavit, stating that the   
original Mortgage Note was lost or destroyed, together with a copy of the       
related Mortgage Note and all such intervening endorsements;                    

  (2) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of  
the Mortgage to "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The  
Bank of New York, a New York banking corporation, as trustee under the Pooling  
and Servicing Agreement dated as of March 1, 2007, without recourse" or a copy  
of such assignment, with recording information, or, in the case                 

G-3-1   

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of each [Initial Mortgage Loan][Subsequent Mortgage Loan] with respect to       
property located in the State of California that is not a MERS Mortgage Loan,   
a duly executed assignment of the Mortgage in blank (each such assignment,      
when duly and validly completed, to be in recordable form and sufficient to     
effect the assignment of and transfer to the assignee thereof, under the        
Mortgage to which such assignment relates).                                     

        Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to:    
(i) the validity, legality, sufficiency, enforceability or genuineness of any   
of the documents contained in each Mortgage File of any of the [Initial         
Mortgage Loans][Subsequent Mortgage Loans] identified on the [related           
supplement to the] Mortgage Loan Schedule or (ii) the collectibility,           
insurability, effectiveness or suitability of any such [Initial Mortgage        
Loan][Subsequent Mortgage Loan].                                                

Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.    

                     The Bank of New York,
                        as Trustee

                                      By: __________________________________
             Name:
              Title:

G-3-2   

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EXHIBIT G-4 

FORM OF INITIAL CERTIFICATION OF TRUSTEE  
(SUBSEQUENT MORTGAGE LOANS) 

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2007-4    
  ----------------------------------------------

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2007 (the "Pooling and Servicing Agreement")     
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,     
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home   
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the    
undersigned hereby certifies that, as to each Subsequent Mortgage Loan listed   
in the related supplement to the Mortgage Loan Schedule (other than any         
Subsequent Mortgage Loan paid in full or listed in the attached list of         
exceptions) the Trustee has received:                                           

       (1) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of _______________  
without recourse", with all intervening endorsements that show a complete       
chain of endorsement from the originator to the Person endorsing the Mortgage   
Note (each such endorsement being sufficient to transfer all right, title and   
interest of the party so endorsing, as noteholder or assignee thereof, in and   
to that Mortgage Note), or, if the original Mortgage Note has been lost or      
destroyed and not replaced, an original lost note affidavit, stating that the   
original Mortgage Note was lost or destroyed, together with a copy of the       
related Mortgage Note and all such intervening endorsements; and                

        (2) a duly executed assignment of the Mortgage or a copy of such
assignment with recording information, in either case in the form permitted by  
Section 2.01 of the Pooling and Servicing Agreement.                            

        Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to:    
(i) the validity, legality, sufficiency, enforceability or genuineness of any   
of the documents contained in each Mortgage File of any of the Subsequent       
Mortgage Loans identified on the related supplement to the Mortgage Loan        

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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:

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EXHIBIT H 

FORM OF FINAL CERTIFICATION OF TRUSTEE  

[Date]  

[Depositor]                                                                     

[Master Servicer]                                                               

[Sellers]                                                                       

Re:   CWABS Asset-Backed Certificates, Series 2007-4    
  ----------------------------------------------

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2007 (the "Pooling and Servicing Agreement")     
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,     
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home   
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the    
undersigned, as Trustee, hereby certifies that[, with respect to the            
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer  
Agreement, dated as of __________ (the "Subsequent Transfer Agreement") among   
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park      
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The Bank of New      
York, as Trustee,] as to each [Initial Mortgage Loan][Subsequent Mortgage       
Loan] listed in the [related supplement to the] Mortgage Loan Schedule (other   
than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or      
listed on the attached exception report) the Trustee has received:              

       (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of                  
_________________ without recourse", with all intervening endorsements that     
show a complete chain of endorsement from the originator to the Person          
endorsing the Mortgage Note (each such endorsement being sufficient to          
transfer all right, title and interest of the party so endorsing, as            
noteholder or assignee thereof, in and to that Mortgage Note), or, if the       
original Mortgage Note has been lost or destroyed and not replaced, an          
original lost note affidavit, stating that the original Mortgage Note was lost  
or destroyed, together with a copy of the related Mortgage Note and all such    
intervening endorsements;                                                       

   (ii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, the original recorded          
Mortgage or a copy of such Mortgage, with recording information, and in the     
case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS   
Mortgage Loan, the original Mortgage or a copy of such Mortgage, with           
recording information, noting the presence of the MIN of the [Initial Mortgage  
Loan][Subsequent Mortgage Loan] and language indicating that the [Initial       
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial          
Mortgage Loan][Subsequent                                                       

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Mortgage Loan] is a MOM Loan, with evidence of recording indicated thereon, or  
a copy of the Mortgage certified by the public recording office in which such   
Mortgage has been recorded];                                                    

    (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of  
the Mortgage to "Asset-Backed Certificates, Series 2007-4, CWABS, Inc., by The  
Bank of New York, a New York banking corporation, as trustee under the Pooling  
and Servicing Agreement dated as of March 1, 2007, without recourse" or a copy  
of such assignment, with recording information, or, in the case of each         
[Initial Mortgage Loan][Subsequent Mortgage Loan] with respect to property      
located in the State of California that is not a MERS Mortgage Loan, a duly     
executed assignment of the Mortgage in blank (each such assignment, when duly   
and validly completed, to be in recordable form and sufficient to effect the    
assignment of and transfer to the assignee thereof, under the Mortgage to       
which such assignment relates);                                                 

   (iv) the original recorded assignment or assignments of the
Mortgage or a copy of such assignments, with recording information, together    
with all interim recorded assignments of such Mortgage (or a copy of such       
assignments, with recording information (in each case noting the presence of a  
MIN in the case of each MERS Mortgage Loan));                                   

    (v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and                        

          (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and    
all riders thereto or any one of an original title binder, an original          
preliminary title report or an original title commitment, or a copy thereof     
certified by the title company.                                                 

        If the public recording office in which a Mortgage or assignment
thereof is recorded has retained the original of such Mortgage or assignment,   
the Trustee has received, in lieu thereof, a copy of the original Mortgage or   
assignment so retained, with evidence of recording thereon, certified to be     
true and complete by such recording office.                                     

        Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such  
Mortgage Loan, and (ii) the information set forth in items (i), (iii), (iv),    
(vi), (vii) and (xiii) of the definition of the "Mortgage Loan Schedule" in     
Section 1.01 of the Pooling and Servicing Agreement accurately reflects         
information set forth in the Mortgage File.                                     

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to:    
(i) the validity, legality, sufficiency, enforceability or genuineness of any   
of the documents contained in each Mortgage File of any of the [Initial         
Mortgage Loans][Subsequent Mortgage Loans] identified on the [related           
supplement to the] Mortgage Loan Schedule or (ii) the collectibility,           
insurability, effectiveness or suitability of any such [Initial Mortgage        
Loan][Subsequent Mortgage Loan].                                                

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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:

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EXHIBIT I 

TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES 

STATE OF                   )                                                    
)       ss.:              
COUNTY OF                  )                                                    

    The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

         1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the             
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated    
as of March 1, 2007 (the "Agreement"), by and among CWABS, Inc., as depositor   
(the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park Monaco       
Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans         
Servicing LP, as Master Servicer and The Bank of New York, as Trustee.          
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall    
have the meanings ascribed to such terms in the Agreement. The Transferee has   
authorized the undersigned to make this affidavit on behalf of the Transferee.  

         2. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986,    
nor is it acting on behalf of or with plan assets of any such plan. The         
Transferee is, as of the date hereof, and will be, as of the date of the        
Transfer, a Permitted Transferee. The Transferee will endeavor to remain a      
Permitted Transferee for so long as it retains its Ownership Interest in the    
Certificate. The Transferee is acquiring its Ownership Interest in the          
Certificate for its own account.                                                

         3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not     
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability    
for the tax if the subsequent Transferee furnished to such Person an affidavit  
that such subsequent Transferee is a Permitted Transferee and, at the time of   
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

         4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any    
time during the taxable year of the pass-through entity a Person that is not a  
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the             
pass-through entity does not have actual knowledge that such affidavit is       
false. (For this purpose, a "pass-through entity" includes a regulated          
investment company, a real estate investment trust or common trust fund, a      
partnership, trust or estate, and certain cooperatives and, except as may be    
provided in Treasury Regulations, persons holding interests in pass-through     
entities as a nominee for another Person.)                                      

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        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.                       

* * * 

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        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__.

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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.                                            

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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.                           

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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, 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.                

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EXHIBIT J-1 

FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES 

Date: 

CWABS, Inc.                                                                     
as Depositor                                                                    
4500 Park Granada                                                               
Calabasas, California  91302                                                    

The Bank of New York                                                            
as Trustee                                                                      
101 Barclay Street                                                              
New York, New York  10286                                                       

Re:  CWABS, Inc. Asset Backed                         
Certificates, Series 2007-4                 

Ladies and Gentlemen:                                                           

         In connection with our disposition of the Class A-R Certificates,
we certify that we have no knowledge that the Transferee is not a Permitted     
Transferee. All capitalized terms used herein but not defined herein shall      
have the meanings assigned to them in the Pooling and Servicing Agreement       
dated as of March 1, 2007, among CWABS, Inc., as Depositor, Countrywide Home    
Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a  
Seller, Countrywide Home Loans Servicing LP, as Master Servicer and The Bank    
of New York, as Trustee.                                                        

                 Very truly yours,

                                     _____________________________________
                  Name of Transferor

                                     By: _________________________________
     Name:
      Title:

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EXHIBIT J-2 

FORM OF TRANSFEROR CERTIFICATE FOR  
PRIVATE CERTIFICATES  

Date: 

CWABS, Inc.,                                                                    
as Depositor                                                            
4500 Park Granada                                                               
Calabasas, California 91302                                                     

The Bank of New York,                                                           
as Trustee                                                              
101 Barclay Street                                                              
New York, New York  10286                                                       

Re:  CWABS, Inc. Asset-Backed Certificates,             
Series 2007-4, Class [   ]                    

Ladies and Gentlemen:                                                           

 In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not   
been registered under the Securities Act of 1933, as amended (the "Act"), and   
are being disposed by us in a transaction that is exempt from the registration  
requirements of the Act, (b) we have not offered or sold any Certificates to,   
or solicited offers to buy any Certificates from, any person, or otherwise      
approached or negotiated with any person with respect thereto, in a manner      
that would be deemed, or taken any other action which would result in, a        
violation of Section 5 of the Act. All capitalized terms used herein but not    
defined herein shall have the meanings assigned to them in the Pooling and      
Servicing Agreement dated as of March 1, 2007, among CWABS, Inc., as            
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a    
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as   
Master Servicer and The Bank of New York, as Trustee.                           

                 Very truly yours,

                                  __________________________________
                  Name of Transferor

                                   By: _______________________________
     Name:
      Title:

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EXHIBIT K 

FORM OF INVESTMENT LETTER (NON-RULE 144A) 

Date: 

CWABS, Inc.,                                                                    
as Depositor                                                            
4500 Park Granada                                                               
Calabasas, California 91302                                                     

The Bank of New York,                                                           
as Trustee                                                              
101 Barclay St., Floor 4W                                                       
New York, New York  10286                                                       

Re:  CWABS, Inc. Asset-Backed Certificates,             
Series 2007-4, Class [   ]                    

Ladies and Gentlemen:                                                           

 In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not    
being registered under the Securities Act of 1933, as amended (the "Act"), or   
any state securities laws and are being transferred to us in a transaction      
that is exempt from the registration requirements of the Act and any such       
laws, (b) we are an "accredited investor," as defined in Regulation D under     
the Act, and have such knowledge and experience in financial and business       
matters that we are capable of evaluating the merits and risks of investments   
in the Certificates, (c) we have had the opportunity to ask questions of and    
receive answers from the Depositor concerning the purchase of the Certificates  
and all matters relating thereto or any additional information deemed           
necessary to our decision to purchase the Certificates, (d) (I) either (i) we   
are not an employee benefit plan that is subject to the Employee Retirement     
Income Security Act of 1974, as amended, or a plan or arrangement that is       
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor   
are we acting on behalf of any such plan or arrangement, or using the assets    
of any such plan or arrangement to effect such acquisition or (ii) (A) (if the  
above-captioned Certificates are ERISA-Restricted Certificates) if the          
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are  
an insurance company which is purchasing such Certificates with funds           
contained in an "insurance company general account" (as such term is defined    
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE          
95-60")) and the purchase and holding of such Certificates are covered under    
Sections I and III of PTCE 95-60, or (B) (if the above-captioned Certificates   
are not ERISA-Restricted Certificates) it is an "accredited investor" as        
defined in Rule 501(a)(1) under the Act, and (II) we will obtain from our       
transferee such a representation and agreement described in this clause (d),    
(e) we are acquiring the Certificates for investment for our own account and    
not with a view to any distribution of such Certificates (but without           
prejudice to our right at all times to sell or otherwise dispose of the         
Certificates in                                                                 

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accordance with clause (g) below), (f) we have not offered or sold any          
Certificates to, or solicited offers to buy any Certificates from, any person,  
or otherwise approached or negotiated with any person with respect thereto, or  
taken any other action which would result in a violation of Section 5 of the    
Act, and (g) we will not sell, transfer or otherwise dispose of any             
Certificates unless (1) such sale, transfer or other disposition is made        
pursuant to an effective registration statement under the Act or is exempt      
from such registration requirements, and if requested, we will at our expense   
provide an opinion of counsel satisfactory to the addressees of this            
Certificate that such sale, transfer or other disposition may be made pursuant  
to an exemption from the Act, (2) the purchaser or transferee of such           
Certificate has executed and delivered to you a certificate to substantially    
the same effect as this certificate, and (3) the purchaser or transferee has    
otherwise complied with any conditions for transfer set forth in the Pooling    
and Servicing Agreement.                                                        

      All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement       
dated as of March 1, 2007, among CWABS, Inc., as Depositor, Countrywide Home    
Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a  
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank   
of New York, as Trustee.                                                        

                 Very truly yours,

                                  __________________________________
                  Name of Transferee

                                   By: _______________________________
                                Authorized Officer

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EXHIBIT L 

FORM OF RULE 144A LETTER  

Date: 

CWABS, Inc.,                                                                    
as Depositor                                                            
4500 Park Granada                                                               
Calabasas, California 91302                                                     

The Bank of New York,                                                           
as Trustee                                                              
101 Barclay Street                                                              
New York, New York  10286                                                       

Re:  CWABS, Inc. Asset-Backed Certificates,             
Series 2007-4, Class [   ]                    

Ladies and Gentlemen:                                                           

  In connection with our acquisition of the above-captioned Certificates
we certify that (a) we understand that the Certificates are not being           
registered under the Securities Act of 1933, as amended (the "Act"), or any     
state securities laws and are being transferred to us in a transaction that is  
exempt from the registration requirements of the Act and any such laws, (b) we  
have such knowledge and experience in financial and business matters that we    
are capable of evaluating the merits and risks of investments in the            
Certificates, (c) we have had the opportunity to ask questions of and receive   
answers from the Depositor concerning the purchase of the Certificates and all  
matters relating thereto or any additional information deemed necessary to our  
decision to purchase the Certificates, (d) (I) either (i) we are not an         
employee benefit plan that is subject to the Employee Retirement Income         
Security Act of 1974, as amended, or a plan or arrangement that is subject to   
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we       
acting on behalf of any such plan or arrangement, or using the assets of any    
such plan or arrangement to effect such acquisition or (ii) (A) (if the         
above-captioned Certificates are ERISA-Restricted Certificates) if the          
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are  
an insurance company which is purchasing such Certificates with funds           
contained in an "insurance company general account" (as such term is defined    
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE          
95-60")) and the purchase and holding of such Certificates are covered under    
Sections I and III of PTCE 95-60, or (B) (if the above-captioned Certificates   
are not ERISA-Restricted Certificates) it is an "accredited investor" as        
defined in Rule 501(a)(1) under the Act, and (II) we will obtain from our       
transferee such a representation and agreement described in this clause (d),    
(e) we have not, nor has anyone acting on our behalf offered, transferred,      
pledged, sold or otherwise disposed of the Certificates, any interest in the    
Certificates or any other similar security to, or solicited any offer to buy    
or accept a transfer, pledge or other disposition of the Certificates, any      
interest in the Certificates or any other similar security from, or otherwise   
approached or negotiated with                                                   

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respect to the Certificates, any interest in the Certificates or any other      
similar security with, any person in any manner, or made any general            
solicitation by means of general advertising or in any other manner, or taken   
any other action, that would constitute a distribution of the Certificates      
under the Securities Act or that would render the disposition of the            
Certificates a violation of Section 5 of the Securities Act or require          
registration pursuant thereto, nor will act, nor has authorized or will         
authorize any person to act, in such manner with respect to the Certificates,   
(f) we are a "qualified institutional buyer" as that term is defined in Rule    
144A under the Securities Act and have completed either of the forms of         
certification to that effect attached hereto as Annex 1 or Annex 2. We are      
aware that the sale to us is being made in reliance on Rule 144A. We are        
acquiring the Certificates for our own account or for resale pursuant to Rule   
144A and further, understand that such Certificates may be resold, pledged or   
transferred only (i) to a person reasonably believed to be a qualified          
institutional buyer that purchases for its own account or for the account of a  
qualified institutional buyer to whom notice is given that the resale, pledge   
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to         
another exemption from registration under the Securities Act.                   

   All capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement dated as of    
March 1, 2007, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,   
as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,       
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New    
York, as Trustee.                                                               

                 Very truly yours,

                                  __________________________________
                  Name of Transferee

                                   By: _______________________________
                                Authorized Officer

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ANNEX 1 TO EXHIBIT L  

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  

[For Transferees Other Than Registered Investment Companies]  

The undersigned (the "Buyer") hereby certifies as follows to the parties        
listed in the Rule 144A Transferee Certificate to which this certification      
relates with respect to the Certificates described therein:                     

 As indicated below, the undersigned is the President, Chief Financial
   Officer, Senior Vice President or other executive officer of the Buyer.

In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the 
  Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer
owned and/or invested on a discretionary basis either at least      
$100,000,000 in securities or, if Buyer is a dealer, Buyer must own 
and/or invest on a discretionary basis at least $10,000,000 in      
   securities (except for the excluded securities referred to below) as of
the end of the Buyer's most recent fiscal year (such amount being   
    calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
criteria in the category marked below.                              

  ___   Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution),   
Massachusetts or similar business trust, partnership, or
     charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.              

___   Bank. The Buyer (a) is a national bank or banking institution 
        organized under the laws of any State, territory or the District
       of Columbia, the business of which is substantially confined to
     banking and is supervised by the State or territorial banking
         commission or similar official or is a foreign bank or equivalent
 institution, and (b) has an audited net worth of at least
  $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.         

    ___   Savings and Loan. The Buyer (a) is a savings and loan association,
  building and loan association, cooperative bank, homestead
   association or similar institution, which is supervised and
        examined by a State or Federal authority having supervision over
          any such institutions or is a foreign savings and loan association
        or equivalent institution and (b) has an audited net worth of at
        least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.         

___   Broker-dealer. The Buyer is a dealer registered pursuant to   
Section 15 of the Securities Exchange Act of 1934.      

    ___   Insurance Company. The Buyer is an insurance company whose primary
        and predominant business activity is the writing of insurance or
the reinsuring of                                       

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         risks underwritten by insurance companies and which is subject to
          supervision by the insurance commissioner or a similar official or
 agency of a State, territory or the District of Columbia.

___   State or Local Plan. The Buyer is a plan established and      
        maintained by a State, its political subdivisions, or any agency
          or instrumentality of the State or its political subdivisions, for
the benefit of its employees.                           

___   ERISA Plan. The Buyer is an employee benefit plan within the  
         meaning of Title I of the Employee Retirement Income Security Act
of 1974.                                                

   ___   Investment Advisor. The Buyer is an investment advisor registered
under the Investment Advisors Act of 1940.              

___   Small Business Investment Company. Buyer is a small business  
investment company licensed by the U.S. Small Business  
        Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.                                 

___   Business Development Company. Buyer is a business development 
  company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940.                                   

   The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are
part of an unsold allotment to or subscription by the Buyer, if the 
   Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or
    any instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) 
securities owned but subject to a repurchase agreement and (viii)   
currency, interest rate and commodity swaps.                        

For purposes of determining the aggregate amount of securities owned
 and/or invested on a discretionary basis by the Buyer, the Buyer used
   the cost of such securities to the Buyer and did not include any of the
   securities referred to in the preceding paragraph, except (i) where the
    Buyer reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with   
 respect to the cost of those securities has been published. If clause
   (ii) in the preceding sentence applies, the securities may be valued at
market. Further, in determining such aggregate amount, the Buyer may
    have included securities owned by subsidiaries of the Buyer, but only if
such subsidiaries are consolidated with the Buyer in its financial  
statements prepared in accordance with generally accepted accounting
    principles and if the investments of such subsidiaries are managed under
    the Buyer's direction. However, such securities were not included if the
    Buyer is a majority-owned, consolidated subsidiary of another enterprise
and the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934, as amended.                                   

The Buyer acknowledges that it is familiar with Rule 144A and       
understands that the seller to it and other parties related to the  
Certificates are relying and will continue to rely on the statements
    made herein because one or more sales to the Buyer may be in reliance on
Rule 144A.                                                          

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  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:________________

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                                                        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   

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   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:________________

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EXHIBIT M 

FORM OF REQUEST FOR DOCUMENT RELEASE  

Loan Information                                                                

         Name of Mortgagor:         ____________________________________________

Master Servicer                                               
         Loan No.:                  ____________________________________________

Trustee                                                                         

         Name:                      ____________________________________________

         Address:                   ____________________________________________

Trustee                                                       
         Mortgage File No.:         ____________________________________________

       The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the       
Holders of Asset-Backed Certificates, Series 2007-4, the documents referred to  
below (the "Documents"). All capitalized terms not otherwise defined in this    
Request for Document Release shall have the meanings given them in the Pooling  
and Servicing Agreement dated as of March 1, 2007 (the "Pooling and Servicing   
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as   
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,          
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New    
York, as Trustee.                                                               

(_)   Mortgage Note dated ___________, ____, in the original principal sum of   
 $________, made by __________________, payable to, or endorsed to the
order of, the Trustee.                                              

(_)   Mortgage recorded on _________________ as instrument no.                  
________________ in the County Recorder's Office of the County of   
________________, State of _______________ in book/reel/docket      
_______________ of official records at page/image _____________.    

(_)   Deed of Trust recorded on _________________ as instrument no.             
________________ in the County Recorder's Office of the County of   
________________, State of _______________ in book/reel/docket      
_______________ of official records at page/image _____________.    

(_)   Assignment of Mortgage or Deed of Trust to the Trustee, recorded on       
   _________________ as instrument no. __________ in the County Recorder's
Office of                                                           

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  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: _________________, ____

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EXHIBIT N 

FORM OF REQUEST FOR FILE RELEASE  

OFFICER'S CERTIFICATE AND TRUST RECEIPT 
ASSET-BACKED CERTIFICATES,  
Series 2007-4 

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN   
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER    
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:                             

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND   
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:                         

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE PURCHASE PRICE    
FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE MORTGAGE LOANS HAVE BEEN           
LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS] [LIQUIDATION PROCEEDS] HAVE     
BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE POOLING AND SERVICING            
AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN DELIVERED TO THE TRUSTEE IN   
THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN         
SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING AGREEMENT.]                 

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________       

COUNTY:____________________                                                     

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]   
[no] opinion is required by Section 2.05 [and is attached hereto].]             

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,    
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO        
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE       
CREDITED.                                                                       

____________                                         _____________________      
                                            DATED:____________

/ /                                                  VICE PRESIDENT             
/ /                                                  ASSISTANT VICE PRESIDENT   

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                                                                   Exhibit O

Exhibit O is a photocopy  
of the Depository Agreement 
as delivered. 

[See appropriate documents delivered at closing.] 

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EXHIBIT P 

FORM OF SUBSEQUENT TRANSFER AGREEMENT 

       SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, 200[_]
(this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware           
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a    
New York corporation, in its capacity as a seller under the Pooling and         
Servicing Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware     
corporation, in its capacity as a seller under the Pooling and Servicing        
Agreement ("Park Monaco"), PARK SIENNA LLC, a Delaware limited liability        
company, in its capacity as a seller under the Pooling and Servicing Agreement  
("Park Sienna" and, together with CHL and Park Monaco, the "Sellers") and The   
Bank of New York, a New York banking corporation, as trustee (the "Trustee");   

  WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the
Trustee, and Countrywide Home Loans Servicing LP, as Master Servicer, have      
entered in the Pooling and Servicing Agreement, dated as of March 1, 2007 (the  
"Pooling and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed    
Certificates, Series 2007-4 (capitalized terms not otherwise defined herein     
are used as defined in the Pooling and Servicing Agreement);                    

       WHEREAS, Section 2.01(b) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Subsequent Transfer          
Agreement in accordance with the terms and conditions of the Pooling and        
Servicing Agreement;                                                            

      NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and adequacy of which are hereby    
acknowledged the parties hereto agree as follows:                               

          (a) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ________ __, 200[_].                                

          (b) The "Subsequent Transfer Date Purchase Amount" with respect to
this Subsequent Transfer Agreement shall be $_______________.                   

    (c) The Subsequent Mortgage Loans conveyed on the Subsequent
Transfer Date shall be subject to the terms and conditions of the Pooling and   
Servicing Agreement.                                                            

        (d) Annex I hereto sets forth a list of the Mortgage Loans which
are Delay Delivery Mortgage Loans.                                              

       (e) In case any provision of this Subsequent Transfer Agreement
shall be invalid, illegal or unenforceable, the validity, legality and          
enforceability of the remaining provisions or obligations shall not in any way  
be affected or impaired thereby.                                                

       (f) In the event of any conflict between the provisions of this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the      
provisions of the Pooling and Servicing Agreement shall prevail.                

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        (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.                                                                

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   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:

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                     THE BANK OF NEW YORK,
                                       not in its individual capacity,
                             but solely as Trustee

                                      By: __________________________________
             Name:
              Title:

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                                                                     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  

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EXHIBIT Q 

FORM OF CORRIDOR CONTRACT 

[See appropriate documents delivered at closing.] 

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EXHIBIT R 

FSA POLICY  

[See document delivered at closing.]  

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EXHIBIT S-1 

FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT  

[See document delivered at closing.]  

S-1-1   

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EXHIBIT S-2 

FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT  

[See document delivered at closing.]  

S-2-1   

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EXHIBIT S-3 

FORM OF CORRIDOR CONTRACT GUARANTEE 

[See document delivered at closing.]  

S-3-1   

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EXHIBIT T 

OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS 

ASSET-BACKED CERTIFICATES,  
Series 2007-4 

[Date]  

Via Facsimile                                                                   

The Bank of New York,                                                           
as Trustee                                                          
101 Barclay Street                                                              
New York, New York  10286                                                       

Dear Sir or Madam:                                                              

          Reference is made to the Pooling and Servicing Agreement, dated as
of March 1, 2007, (the "Pooling and Servicing Agreement") among CWABS, Inc.,    
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as   
a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,    
as Master Servicer and The Bank of New York, as Trustee. Capitalized terms      
used herein shall have the meanings ascribed to such terms in the Pooling and   
Servicing Agreement.                                                            

      __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further   
certifies as follows:                                                           

         With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:                               

        1. A Principal Prepayment in full or in part was received during
the related Prepayment Period;                                                  

         2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the   
attached schedule using "Yes" or "No", received from the Mortgagor and          
deposited in the Certificate Account;                                           

          3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the      
Principal Prepayment was waived by the Master Servicer, such waiver was, as     
indicated on the attached schedule, based upon:                                 

            (i) the Master Servicer's determination that such waiver
   would maximize recovery of Liquidation Proceeds for such Mortgage Loan,
taking into account the value of such Prepayment Charge, or         

T-1   

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        (ii)(A) the enforceability thereof is limited (1) by
  bankruptcy, insolvency, moratorium, receivership, or other similar law
 relating to creditors' rights generally or (2) due to acceleration in
  connection with a foreclosure or other involuntary payment, or (B) the
    enforceability is otherwise limited or prohibited by applicable law; and

        4. We certify that all amounts due in connection with the waiver
of a Prepayment Charge inconsistent with clause 3 above which are required to   
be deposited by the Master Servicer pursuant to Section 3.20 of the Pooling     
and Servicing Agreement, have been or will be so deposited.                     

                             COUNTRYWIDE HOME LOANS, INC.,
                      as Master Servicer

                                      By:___________________________________
           Name:
            Title:

T-2   

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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   

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EXHIBIT U 

[RESERVED]  

U-1   

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EXHIBIT V 

[RESERVED]  

V-1   

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EXHIBIT W 

FORM OF MONTHLY STATEMENT 

[On file with the Trustee.] 

W-1   

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EXHIBIT X-1 

FORM OF PERFORMANCE CERTIFICATION 
(Subservicer) 

    Re:   The Pooling and Servicing Agreement dated as of March 1, 2007 (the
"Pooling and Servicing Agreement") among CWABS, Inc., as
         Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco
         Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
         Loans Servicing LP, as Master Servicer, and the Bank of New York,
        as Trustee and the [Subservicing Agreement] dated as of [ ] (the
"Agreement")                                            

I, ________________________________, the _______________________ of 
[NAME OF COMPANY] (the "Company"), certify to the Depositor and the Master      
Servicer, and their officers, with the knowledge and intent that they will      
rely upon this certification, that:                                             

    (1) I have reviewed the servicer compliance statement of the
Company provided in accordance with Item 1123 of Regulation AB (the 
"Compliance Statement"), the report on assessment of the Company's  
compliance with the servicing criteria set forth in Item 1122(d) of 
 Regulation AB (the "Servicing Criteria"), provided in accordance with
Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as   
amended (the "Exchange Act") and Item 1122 of Regulation AB (the    
"Servicing Assessment"), the registered public accounting firm's    
  attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the    
    "Attestation Report"), all servicing reports, officer's certificates and
    other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the     
    Depositor, the Master Servicer and the Trustee pursuant to the Agreement
(collectively, the "Company Servicing Information");                

     (2) Based on my knowledge, the Company Servicing Information,
 taken as a whole, does not contain any untrue statement of a material
  fact or omit to state a material fact necessary to make the statements
    made, in the light of the circumstances under which such statements were
  made, not misleading with respect to the period of time covered by the
Company Servicing Information;                                      

(3) Based on my knowledge, all of the Company Servicing 
  Information required to be provided by the Company under the Agreement
has been provided to the [Depositor] [Master Servicer];             

          (4) I am responsible for reviewing the activities performed by the
    Company as a servicer under the Agreement, and based on my knowledge and
 the compliance review conducted in preparing the Compliance Statement
and except as disclosed in the Compliance Statement, the Servicing  
Assessment or the Attestation Report, the Company has fulfilled its 
obligations under the Agreement; and                                

X-1-1   

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    (5) The Compliance Statement required to be delivered by the
Company pursuant to the Agreement, and the Servicing Assessment and 
Attestation Report required to be provided by the Company and by any
Subservicer or Subcontractor pursuant to the Agreement, have been   
    provided to the Master Servicer. Any material instances of noncompliance
 described in such reports have been disclosed to the Master Servicer.
  Any material instance of noncompliance with the Servicing Criteria has
been disclosed in such reports.                                     

                                    Date: ______________________________

                                    By: ________________________________
     Name:
      Title:

X-1-2   

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EXHIBIT X-2 

FORM OF PERFORMANCE CERTIFICATION 
(Trustee) 

    Re:   The Pooling and Servicing Agreement dated as of March 1, 2007 (the
"Pooling and Servicing Agreement") among CWABS, Inc., as
         Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco
         Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
         Loans Servicing LP, as Master Servicer, and The Bank of New York,
as Trustee.                                             

I, ________________________________, the _______________________ of 
[NAME OF COMPANY] (the "Company"), certify to the Depositor and the Master      
Servicer, and their officers, with the knowledge and intent that they will      
rely upon this certification, that:                                             

     (1) I have reviewed the report on assessment of the Company's
compliance with the servicing criteria set forth in Item 1122(d) of 
 Regulation AB (the "Servicing Criteria"), provided in accordance with
Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as   
amended (the "Exchange Act") and Item 1122 of Regulation AB (the    
"Servicing Assessment"), the registered public accounting firm's    
  attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the    
  "Attestation Report"), [all reports on Form 10-D containing statements
to certificateholders filed in respect of the period included in the
   year covered by the annual report of the Trust Fund] (collectively, the
"Distribution Date Statements");                                    

     (2) Assuming the accuracy and completeness of the information
delivered to the Company by the Master Servicer as provided in the  
   Pooling and Servicing Agreement and subject to paragraph (4) below, the
   distribution information determined by the Company and set forth in the
 Distribution Date Statements contained in all Form 10-D's included in
    the year covered by the annual report of such Trust on Form 10-K for the
calendar year 200[ ], is complete and does not contain any material 
 misstatement of fact as of the last day of the period covered by such
annual report;                                                      

       (3) Based solely on the information delivered to the Company by
   the Master Servicer as provided in the Pooling and Servicing Agreement,
(i) the distribution information required under the Pooling and     
Servicing Agreement to be contained in the Trust Fund's Distribution
Date Statements and (ii) the servicing information required to be   
provided by the Master Servicer to the trustee for inclusion in the 
    Trust Fund's Distribution Date Statements, to the extent received by the
Trustee from the Master Servicer in accordance with the Pooling and 
  Servicing Agreement, is included in such Distribution Date Statements;

          (4) The Company is not certifying as to the accuracy, completeness
or correctness of the information which it received from the Master 
Servicer and did not independently verify or confirm the accuracy,  
 completeness or correctness of the information provided by the Master
Servicer;                                                           

X-2-1   

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          (5) I am responsible for reviewing the activities performed by the
   Company as a person "performing a servicing function" under the Pooling
 and Servicing Agreement, and based on my knowledge and the compliance
review conducted in preparing the Servicing Assessment and except as
disclosed in the Servicing Assessment or the Attestation Report, the
 Company has fulfilled its obligations under the Pooling and Servicing
Agreement; and                                                      

          (6) The Servicing Assessment and Attestation Report required to be
    provided by the Company and by Subcontractor pursuant to the Pooling and
  Servicing Agreement, have been provided to the Master Servicer and the
Depositor. Any material instances of noncompliance described in such
 reports have been disclosed to the Master Servicer and the Depositor.
  Any material instance of noncompliance with the Servicing Criteria has
been disclosed in such reports.                                     

                                    Date: ______________________________

                                     By:  ________________________________
     Name:
      Title:

X-2-2   

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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":                

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing  
                                   Servicing Criteria                                             Criteria       
------------------------------------------------------------------------------------------ ----------------------
                                                                                                                 
     Reference                                     Criteria                                                      
-------------------- --------------------------------------------------------------------- ----------------------
                       General Servicing Considerations                                                          
--------------------                                                                       ----------------------
                     Policies and procedures are instituted to monitor any performance                           
                     or other triggers and events of default in accordance with the                              
1122(d)(1)(i)        transaction agreements.                                                                     
--------------------                                                                       ----------------------
                     If any material servicing activities are outsourced to                                      
                     third parties, policies and procedures are instituted to                                    
                     monitor the third party's performance and compliance with                                   
1122(d)(1)(ii)       such servicing activities.                                                                  
--------------------                                                                       ----------------------
                     Any requirements in the transaction agreements to maintain a                                
1122(d)(1)(iii)      back-up servicer for the mortgage loans are maintained.                                     
--------------------                                                                       ----------------------
                     A fidelity bond and errors and omissions policy is in                                       
                     effect on the party participating in the servicing                                          
                     function throughout the reporting period in the amount of                                   
                     coverage required by and otherwise in accordance with the                                   
1122(d)(1)(iv)       terms of the transaction agreements.                                                        
--------------------                                                                       ----------------------
                      Cash Collection and Administration                                                         
--------------------                                                                       ----------------------
                     Payments on mortgage loans are deposited into the                                           
                     appropriate custodial bank accounts and related bank                                        
                     clearing accounts no more than two business days                                            
                     following receipt, or such other number of                                                  
1122(d)(2)(i)        days specified in the transaction agreements.                                               
--------------------                                                                       ----------------------
                     Disbursements made via wire transfer on behalf of an obligor or to                          
1122(d)(2)(ii)       an investor are made only by authorized personnel.                                          
--------------------                                                                       ----------------------
                     Advances of funds or guarantees regarding collections,                                      
                     cash flows or distributions, and any interest or other                                      
                     fees charged for such advances, are made, reviewed and                                      
1122(d)(2)(iii)      approved as specified in the transaction agreements.                                        
--------------------                                                                       ----------------------
                     The related accounts for the transaction, such as cash                                      
                     reserve accounts or accounts established as a form of                                       
                     overcollateralization, are separately maintained (e.g.,                                     
                     with respect to commingling of cash) as set forth in the                                    
1122(d)(2)(iv)       transaction agreements.                                                                     
--------------------                                                                       ----------------------
                     Each custodial account is maintained at a federally                                         
                     insured depository institution as set forth in the                                          
                     transaction agreements. For purposes of this criterion,                                     
                     "federally insured depository institution" with respect                                     
                     to a foreign financial institution means a foreign                                          
                     financial institution that meets the requirements of Rule                                   
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.                                                 
--------------------                                                                       ----------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent                                            
                     unauthorized access.                                                                        
--------------------                                                                       ----------------------

                                     Y-1                                                                         

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------------------------------------------------------------------------------------------ ----------------------
                                   Servicing Criteria                                      Applicable Servicing  
                                                                                                 Criteria        
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria                                                      
-------------------- --------------------------------------------------------------------- ----------------------
                     Reconciliations are prepared on a monthly basis for all                                     
                     asset-backed securities related bank accounts, including                                    
                     custodial accounts and related bank clearing accounts.                                      
                     These reconciliations are (A) mathematically accurate;                                      
                     (B) prepared within 30 calendar days after the bank                                         
                     statement cutoff date, or such other number of days                                         
                     specified in the transaction agreements; (C) reviewed and                                   
                     approved by someone other than the person who prepared                                      
                     the reconciliation; and (D) contain explanations for                                        
                     reconciling items. These reconciling items are resolved                                     
                     within 90 calendar days of their original identification,                                   
1122(d)(2)(vii)      or such other number of days specified in the transaction agreements.                       
--------------------                                                                       ----------------------
                      Investor Remittances and Reporting                                                         
--------------------                                                                       ----------------------
                     Reports to investors, including those to be filed with                                      
                     the Commission, are maintained in accordance with the                                       
                     transaction agreements and applicable Commission                                            
                     requirements. Specifically, such reports (A) are prepared                                   
                     in accordance with timeframes and other terms set forth                                     
                     in the transaction agreements; (B) provide information                                      
                     calculated in accordance with the terms specified in the                                    
                     transaction agreements; (C) are filed with the Commission                                   
                     as required by its rules and regulations; and (D) agree                                     
                     with investors' or the trustee's records as to the total                                    
                     unpaid principal balance and number of mortgage loans                                       
1122(d)(3)(i)        serviced by the Servicer.                                                                   
--------------------                                                                       ----------------------
                     Amounts due to investors are allocated and remitted in                                      
                     accordance with timeframes, distribution priority and                                       
1122(d)(3)(ii)       other terms set forth in the transaction agreements.                                        
--------------------                                                                       ----------------------
                     Disbursements made to an investor are posted within two                                     
                     business days to the Servicer's investor records, or such                                   
1122(d)(3)(iii)      other number of days specified in the transaction agreements.                               
--------------------                                                                       ----------------------
                     Amounts remitted to investors per the investor reports                                      
                     agree with cancelled checks, or other form of payment, or                                   
1122(d)(3)(iv)       custodial bank statements.                                                                  
--------------------                                                                       ----------------------
                                          Pool Asset Administration                                              
--------------------                                                                       ----------------------
                     Collateral or security on mortgage loans is maintained as required                          
1122(d)(4)(i)        by the transaction agreements or related mortgage loan documents.                           
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as required by                          
1122(d)(4)(ii)       the transaction agreements                                                                  
--------------------                                                                       ----------------------
                     Any additions, removals or substitutions to the asset                                       
                     pool are made, reviewed and approved in accordance with                                     
1122(d)(4)(iii)      any conditions or requirements in the transaction agreements.                               
--------------------                                                                       ----------------------
                     Payments on mortgage loans, including any payoffs, made                                     
                     in accordance with the related mortgage loan documents                                      
                     are posted to the Servicer's obligor records maintained                                     
                     no more than two business days after receipt, or such                                       
                     other number of days specified in the transaction                                           
                     agreements, and allocated to principal, interest or other                                   
                     items (e.g., escrow) in accordance with the related                                         
1122(d)(4)(iv)       mortgage loan documents.                                                                    
--------------------                                                                       ----------------------
                     The Servicer's records regarding the mortgage loans agree                                   
                     with the Servicer's records with respect to an obligor's                                    
1122(d)(4)(v)        unpaid principal balance.                                                                   
--------------------                                                                       ----------------------
                     Changes with respect to the terms or status of an                                           
                     obligor's mortgage loans (e.g., loan modifications or                                       
                     re-agings) are made, reviewed and approved by authorized                                    
                     personnel in accordance with the transaction agreements and related                         
1122(d)(4)(vi)       pool asset documents.                                                                       
--------------------                                                                       ----------------------
                     Loss mitigation or recovery actions (e.g., forbearance                                      
                     plans, modifications and deeds in lieu of foreclosure,                                      
                     foreclosures and repossessions, as applicable) are                                          
                     initiated, conducted and concluded in accordance with the                                   
                     timeframes or other requirements established by the transaction                             
1122(d)(4)(vii)      agreements.                                                                                 
--------------------                                                                       ----------------------

                                     Y-2                                                                         

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------------------------------------------------------------------------------------------ ----------------------
                                   Servicing Criteria                                      Applicable Servicing  
                                                                                                 Criteria        
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria                                                      
-------------------- --------------------------------------------------------------------- ----------------------
                     Records documenting collection efforts are maintained                                       
                     during the period a mortgage loan is delinquent in                                          
                     accordance with the transaction agreements. Such records                                    
                     are maintained on at least a monthly basis, or such other                                   
                     period specified in the transaction agreements, and                                         
                     describe the entity's activities in monitoring delinquent                                   
                     mortgage loans including, for example, phone calls,                                         
                     letters and payment rescheduling plans in cases where                                       
1122(d)(4)(viii)     delinquency is deemed temporary (e.g., illness or unemployment).                            
--------------------                                                                       ----------------------
                     Adjustments to interest rates or rates of return for                                        
                     mortgage loans with variable rates are computed based on                                    
1122(d)(4)(ix)       the related mortgage loan documents.                                                        
--------------------                                                                       ----------------------
                     Regarding any funds held in trust for an obligor (such as                                   
                     escrow accounts): (A) such funds are analyzed, in                                           
                     accordance with the obligor's mortgage loan documents, on                                   
                     at least an annual basis, or such other period specified                                    
                     in the transaction agreements; (B) interest on such funds                                   
                     is paid, or credited, to obligors in accordance with                                        
                     applicable mortgage loan documents and state laws; and                                      
                     (C) such funds are returned to the obligor within 30                                        
                     calendar days of full repayment of the related mortgage                                     
                     loans, or such other number of days specified in the transaction                            
1122(d)(4)(x)        agreements.                                                                                 
--------------------                                                                       ----------------------
                     Payments made on behalf of an obligor (such as tax or                                       
                     insurance payments) are made on or before the related                                       
                     penalty or expiration dates, as indicated on the                                            
                     appropriate bills or notices for such payments, provided                                    
                     that such support has been received by the servicer at                                      
                     least 30 calendar days prior to these dates, or such                                        
1122(d)(4)(xi)       other number of days specified in the transaction agreements.                               
--------------------                                                                       ----------------------
                     Any late payment penalties in connection with any payment                                   
                     to be made on behalf of an obligor are paid from the                                        
                     servicer's funds and not charged to the obligor, unless                                     
1122(d)(4)(xii)      the late payment was due to the obligor's error or omission.                                
--------------------                                                                       ----------------------
                     Disbursements made on behalf of an obligor are posted                                       
                     within two business days to the obligor's records                                           
                     maintained by the servicer, or such other number of days                                    
1122(d)(4)(xiii)     specified in the transaction agreements.                                                    
--------------------                                                                       ----------------------
                     Delinquencies, charge-offs and uncollectible accounts are                                   
                     recognized and recorded in accordance with the transaction                                  
1122(d)(4)(xiv)      agreements.                                                                                 
--------------------                                                                       ----------------------
                     Any external enhancement or other support, identified in                                    
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation                                      
1122(d)(4)(xv)       AB, is maintained as set forth in the transaction agreements.                               
--------------------                                                                       ----------------------
                     ---------------------------------------------------------------------                       

-------------------- --------------------------------------------------------------------- ----------------------

                                  [NAME OF MASTER SERVICER] [NAME OF
                              TRUSTEE] [NAME OF SUBSERVICER]

                                     Date: _______________________________

                                     By:  ________________________________
     Name:
      Title:

Y-3   

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EXHIBIT Z 

[FORM OF] LIST OF ITEM 1119 PARTIES 

ASSET BACKED CERTIFICATES,  
Series 200_-__  

[Date]  

--------------------- ----------------------------------------------------------
Party                 Contact Information                                       
--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

--------------------- ----------------------------------------------------------

Z-1   

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EXHIBIT AA  

FORM OF 
SARBANES-OXLEY CERTIFICATION  
(Replacement Master Servicer) 

(On file with Trustee)  

AA-1  

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SCHEDULE I  

PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY  

[Delivered to Trustee at closing and on file with the Trustee.] 

S-I-1   

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SCHEDULE II 

COLLATERAL SCHEDULE 

                                                        [Enlarge/Download Table]


----------------------------------------------------------------- ----------------- ----------------
                                                                        Applicable                  
Characteristic                                                             Section                  
----------------------------------------------------------------- ----------------- ----------------
                                                                                                    
Single-Family Detached Dwellings                                       2.03(b)(32)           78.83% 
----------------------------------------------------------------- ----------------- ----------------
Two- to Four-Family Dwellings                                          2.03(b)(32)            3.86% 
----------------------------------------------------------------- ----------------- ----------------
Low-Rise Condominium Units                                             2.03(b)(32)            2.88% 
----------------------------------------------------------------- ----------------- ----------------
High-Rise Condominium Units                                            2.03(b)(32)            0.15% 
----------------------------------------------------------------- ----------------- ----------------
Manufactured Housing                                                   2.03(b)(32)            0.24% 
----------------------------------------------------------------- ----------------- ----------------
PUDs                                                                   2.03(b)(32)           14.04% 
----------------------------------------------------------------- ----------------- ----------------
Earliest Origination Date                                              2.03(b)(33)        9/29/2006 
----------------------------------------------------------------- ----------------- ----------------
Prepayment Penalty                                                     2.03(b)(35)           73.19% 
----------------------------------------------------------------- ----------------- ----------------
Investor Properties                                                    2.03(b)(36)            2.41% 
----------------------------------------------------------------- ----------------- ----------------
Primary Residences                                                     2.03(b)(36)           96.72% 
----------------------------------------------------------------- ----------------- ----------------
Lowest Current Mortgage Rate                                           2.03(b)(48)           5.625% 
----------------------------------------------------------------- ----------------- ----------------
Highest Current Mortgage Rate                                          2.03(b)(48)          14.250% 
----------------------------------------------------------------- ----------------- ----------------
Weighted Average Current Mortgage Rate                                 2.03(b)(48)           8.096% 
----------------------------------------------------------------- ----------------- ----------------
Date on or before which each Initial Mortgage Loan has a                                            
Due Date                                                               2.03(b)(52)         5/1/2007 
----------------------------------------------------------------- ----------------- ----------------

S-II-1  

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SCHEDULE III  

40-YEAR TARGET SCHEDULE 

Month of                                        
Distribution                      40-Year       
Date                           Target ($)       
---------------------          ----------       
April 2017                     35,751,894       
May 2017                       35,245,915       
June 2017                      34,746,922       
July 2017                      34,254,817       
August 2017                    33,769,507       
September 2017                 33,290,900       
October 2017                   32,818,905       
November 2017                  32,353,430       
December 2017                  31,894,387       
January 2018                   31,441,689       
February 2018                  30,995,248       
March 2018                     30,554,980       
April 2018                     30,120,800       
May 2018                       29,692,625       
June 2018                      29,270,373       
July 2018                      28,853,963       
August 2018                    28,443,316       
September 2018                 28,038,353       
October 2018                   27,638,996       
November 2018                  27,245,169       
December 2018                  26,856,797       
January 2019                   26,473,804       
February 2019                  26,096,117       
March 2019                     25,723,664       
April 2019                     25,356,373       
May 2019                       24,994,174       
June 2019                      24,636,997       
July 2019                      24,284,774       
August 2019                    23,937,437       
September 2019                 23,594,919       
October 2019                   23,257,154       
November 2019                  22,924,077       
December 2019                  22,595,624       
January 2020                   22,271,733       
February 2020                  21,952,340       
March 2020                     21,637,384       
April 2020                     21,326,804       
May 2020                       21,020,541       
June 2020                      20,718,535       
July 2020                      20,420,729       

S-III-1   

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Month of                                        
Distribution                      40-Year       
Date                           Target ($)       
---------------------          ----------       
August 2020                    20,127,064       
September 2020                 19,837,484       
October 2020                   19,551,933       
November 2020                  19,270,357       
December 2020                  18,992,699       
January 2021                   18,718,908       
February 2021                  18,448,930       
March 2021                     18,182,712       
April 2021                     17,920,204       
May 2021                       17,661,354       
June 2021                      17,406,113       
July 2021                      17,154,430       
August 2021                    16,906,258       
September 2021                 16,661,547       
October 2021                   16,420,251       
November 2021                  16,182,323       
December 2021                  15,947,717       
January 2022                   15,716,386       
February 2022                  15,488,287       
March 2022                     15,263,374       
April 2022                     15,041,604       
May 2022                       14,822,935       
June 2022                      14,607,323       
July 2022                      14,394,726       
August 2022                    14,185,104       
September 2022                 13,978,414       
October 2022                   13,774,618       
November 2022                  13,573,675       
December 2022                  13,375,546       
January 2023                   13,180,193       
February 2023                  12,987,577       
March 2023                     12,797,661       
April 2023                     12,610,407       
May 2023                       12,425,779       
June 2023                      12,243,742       
July 2023                      12,064,259       
August 2023                    11,887,295       
September 2023                 11,712,816       
October 2023                   11,540,787       
November 2023                  11,371,175       
December 2023                  11,203,946       
January 2024                   11,039,069       
February 2024                  10,876,509       
March 2024                     10,716,237       

S-III-2   

EX-4.1
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Month of                                        
Distribution                      40-Year       
Date                           Target ($)       
---------------------          ----------       
April 2024                     10,558,219       
May 2024                       10,402,425       
June 2024                      10,248,825       
July 2024                      10,097,387       
August 2024                     9,948,083       
September 2024                  9,800,884       
October 2024                    9,655,759       
November 2024                   9,512,680       
December 2024                   9,371,620       
January 2025                    9,232,551       
February 2025                   9,095,444       
March 2025                      8,960,273       
April 2025                      8,827,011       
May 2025                        8,695,633       
June 2025                       8,566,111       
July 2025                       8,438,420       
August 2025                     8,312,536       
September 2025                  8,188,433       
October 2025                    8,066,086       
November 2025                   7,945,471       
December 2025                   7,826,565       
January 2026                    7,709,344       
February 2026                   7,593,784       
March 2026                      7,479,863       
April 2026                      7,367,557       
May 2026                        7,256,846       
June 2026                       7,147,706       
July 2026                       7,040,115       
August 2026                     6,934,053       
September 2026                  6,829,498       
October 2026                    6,726,430       
November 2026                   6,624,828       
December 2026                   6,524,671       
January 2027                    6,425,940       
February 2027                   6,328,614       
March 2027                      6,232,675       
April 2027                      6,138,103       
May 2027                        6,044,879       
June 2027                       5,952,985       
July 2027                       5,862,402       
August 2027                     5,773,112       
September 2027                  5,685,097       
October 2027                    5,598,339       
November 2027                   5,512,822       

S-III-3   

EX-4.1
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Month of                                        
Distribution                      40-Year       
Date                           Target ($)       
---------------------          ----------       
December 2027                   5,428,527       
January 2028                    5,345,438       
February 2028                   5,263,537       
March 2028                      5,182,810       
April 2028                      5,103,238       
May 2028                        5,024,807       
June 2028                       4,947,500       
July 2028                       4,871,302       
August 2028                     4,796,198       
September 2028                  4,722,171       
October 2028                    4,649,208       
November 2028                   4,577,293       
December 2028                   4,506,412       
January 2029                    4,436,550       
February 2029                   4,367,693       
March 2029                      4,299,828       
April 2029                      4,232,941       
May 2029                        4,167,017       
June 2029                       4,102,043       
July 2029                       4,038,007       
August 2029                     3,974,895       
September 2029                  3,912,694       
October 2029                    3,851,392       
November 2029                   3,790,975       
December 2029                   3,731,433       
January 2030                    3,672,752       
February 2030                   3,614,920       
March 2030                      3,557,926       
April 2030                      3,501,758       
May 2030                        3,446,405       
June 2030                       3,391,854       
July 2030                       3,338,095       
August 2030                     3,285,117       
September 2030                  3,232,909       
October 2030                    3,181,460       
November 2030                   3,130,759       
December 2030                   3,080,796       
January 2031                    3,031,561       
February 2031                   2,983,044       
March 2031                      2,935,234       
April 2031                      2,888,121       
May 2031                        2,841,696       
June 2031                       2,795,950       
July 2031                       2,750,872       

S-III-4   

EX-4.1
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Month of                                        
Distribution                      40-Year       
Date                           Target ($)       
---------------------          ----------       
August 2031                     2,706,453       
September 2031                  2,662,684       
October 2031                    2,619,556       
November 2031                   2,577,060       
December 2031                   2,535,187       
January 2032                    2,493,929       
February 2032                   2,453,276       
March 2032                      2,413,220       
April 2032                      2,373,753       
May 2032                        2,334,866       
June 2032                       2,296,552       
July 2032                       2,258,802       
August 2032                     2,221,608       
September 2032                  2,184,963       
October 2032                    2,148,858       
November 2032                   2,113,287       
December 2032                   2,078,242       
January 2033                    2,043,715       
February 2033                   2,009,698       
March 2033                      1,976,186       
April 2033                      1,943,170       
May 2033                        1,910,644       
June 2033                       1,878,600       
July 2033                       1,847,032       
August 2033                     1,815,934       
September 2033                  1,785,298       
October 2033                    1,755,118       
November 2033                   1,725,388       
December 2033                   1,696,101       
January 2034                    1,667,251       
February 2034                   1,638,832       
March 2034                      1,610,837       
April 2034                      1,583,262       
May 2034                        1,556,098       
June 2034                       1,529,342       
July 2034                       1,502,987       
August 2034                     1,477,027       
September 2034                  1,451,457       
October 2034                    1,426,272       
November 2034                   1,401,465       
December 2034                   1,377,032       
January 2035                    1,352,967       
February 2035                   1,329,264       
March 2035                      1,305,920       

S-III-5 

EX-4.1
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Month of                                        
Distribution                      40-Year       
Date                           Target ($)       
---------------------          ----------       
April 2035                      1,282,928       
May 2035                        1,260,284       
June 2035                       1,237,982       
July 2035                       1,216,019       
August 2035                     1,194,388       
September 2035                  1,173,086       
October 2035                    1,152,107       
November 2035                   1,131,447       
December 2035                   1,111,101       
January 2036                    1,091,066       
February 2036                   1,071,336       
March 2036                      1,051,907       
April 2036                      1,032,775       
May 2036                        1,013,935       
June 2036                         995,384       
July 2036                         977,118       
August 2036                       959,131       
September 2036                    941,420       
October 2036                      923,982       
November 2036                     906,812       
December 2036                     889,907       
January 2037                      873,262       
February 2037                     856,875       
March 2037                        840,740       

S-III-6   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		5/24/07		27
Filed on:		4/13/07
For Period End:		3/29/07		18		19			8-K
		3/28/07		42					8-K
		3/27/07		28
		3/20/07		18					FWP
		3/2/07		41
		3/1/07		1		240
		11/27/06		42
		1/7/05		44
		7/7/04		78
		11/26/03		78
		3/7/03		77		78
		3/6/03		77
		10/1/02		77		78
									List all Filings