CWABS Asset-Backed Certificates Trust 2006-26 – ‘8-K’ for 12/29/06 – EX-4.1

On:  Friday, 1/12/07, at 4:27pm ET   ·   For:  12/29/06   ·   Accession #:  905148-7-189   ·   File #:  333-135846-15

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     24K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders   271    909K 
 3: EX-99.1     Miscellaneous Exhibit                                 33    241K 
12: EX-99.10    Miscellaneous Exhibit                                 27    147K 
 4: EX-99.2     Miscellaneous Exhibit                                  6     31K 
 5: EX-99.3     Miscellaneous Exhibit                                 18     88K 
 6: EX-99.4     Miscellaneous Exhibit                                 41    147K 
 7: EX-99.5     Miscellaneous Exhibit                                 22     86K 
 8: EX-99.6     Miscellaneous Exhibit                                  2     13K 
 9: EX-99.7     Miscellaneous Exhibit                                  6     26K 
10: EX-99.8     Miscellaneous Exhibit                                 13     57K 
11: EX-99.9     Miscellaneous Exhibit                                 40    169K 

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

EX-4.1
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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

 THE BANK OF NEW YORK,
 Trustee

 and

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

 _______________________________

 POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2006
 _______________________________

 ASSET-BACKED CERTIFICATES, SERIES 2006-26

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                                                                            ----

ARTICLE I.
 DEFINITIONS

Section 1.01    Defined Terms.................................................10
Section 1.02    Certain Interpretive Provisions...............................56

 ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01    Conveyance of Mortgage Loans..................................56
Section 2.02    Acceptance by Trustee of the Mortgage Loans...................64
Section 2.03    Representations, Warranties and Covenants of the                
                Master Servicer and the Sellers...............................69
Section 2.04    Representations and Warranties of the Depositor...............88
Section 2.05    Delivery of Opinion of Counsel in Connection with               
                Substitutions and Repurchases.................................90
Section 2.06    Authentication and Delivery of Certificates...................91
Section 2.07    Covenants of the Master Servicer..............................91

ARTICLE III.    
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01    Master Servicer to Service Mortgage Loans.....................91
Section 3.02    Subservicing; Enforcement of the Obligations of                 
                Master Servicer...............................................93
Section 3.03    Rights of the Depositor, the Sellers, the Certificateholders,   
the NIM Insurer and the Trustee in Respect of   
                the Master Servicer...........................................94
Section 3.04    Trustee to Act as Master Servicer.............................95
Section 3.05    Collection of Mortgage Loan Payments; Certificate Account;      
Distribution Account; Pre-Funding Account;      
                Seller Shortfall Interest Requirement.........................95
Section 3.06    Collection of Taxes, Assessments and Similar Items;             
                Escrow Accounts...............................................99
Section 3.07    Access to Certain Documentation and Information Regarding       
                the Mortgage Loans............................................99
Section 3.08    Permitted Withdrawals from the Certificate Account,             
    Distribution Account, Carryover Reserve Fund and the
                Principal Reserve Fund.......................................100
Section 3.09    [Reserved]...................................................103
Section 3.10    Maintenance of Hazard Insurance..............................103
Section 3.11    Enforcement of Due-On-Sale Clauses; Assumption Agreements....103
Section 3.12    Realization Upon Defaulted Mortgage Loans; Determination of     
Excess Proceeds and Realized Losses; Repurchase 
                of Certain Mortgage Loans....................................105
Section 3.13    Co-Trustee to Cooperate; Release of Mortgage Files...........108
Section 3.14    Documents, Records and Funds in Possession of Master            
                Servicer to be Held for the Trustee..........................109
Section 3.15    Servicing Compensation.......................................110

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Section 3.16    Access to Certain Documentation..............................110
Section 3.17    Annual Statement as to Compliance............................110
Section 3.18    [Reserved]...................................................111
Section 3.19    [Reserved]...................................................111
Section 3.20    Prepayment Charges...........................................111
Section 3.21    Swap Contract................................................112

 ARTICLE IV.
 DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01    Advances; Remittance Reports.................................114
Section 4.02    Reduction of Servicing Compensation in Connection with          
                Prepayment Interest Shortfalls...............................116
Section 4.03    [Reserved]...................................................116
Section 4.04    Distributions................................................116
Section 4.05    Monthly Statements to Certificateholders.....................124
Section 4.06    Termination of a Mortgage Insurance Policy...................125
Section 4.07    Carryover Reserve Fund.......................................126
Section 4.08    Credit Comeback Excess Account...............................126
Section 4.09    Swap Trust and Swap Account..................................127
Section 4.10    Final Maturity Reserve Trust and Final Maturity Reserve         
                Fund.........................................................128

ARTICLE V.    
THE CERTIFICATES    

Section 5.01    The Certificates.............................................129
Section 5.02    Certificate Register; Registration of Transfer and              
                Exchange of Certificates.....................................130
Section 5.03    Mutilated, Destroyed, Lost or Stolen Certificates............135
Section 5.04    Persons Deemed Owners........................................135
Section 5.05    Access to List of Certificateholders' Names and Addresses....135
Section 5.06    Book-Entry Certificates......................................136
Section 5.07    Notices to Depository........................................137
Section 5.08    Definitive Certificates......................................137
Section 5.09    Maintenance of Office or Agency..............................137

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

Section 6.01    Respective Liabilities of the Depositor, the                    
                Master Servicer and the Sellers..............................138
Section 6.02    Merger or Consolidation of the Depositor, the                   
                Master Servicer or the Sellers...............................138
Section 6.03    Limitation on Liability of the Depositor, the Sellers,          
                the Master Servicer, the NIM Insurer and Others..............139
Section 6.04    Limitation on Resignation of Master Servicer.................139
Section 6.05    Errors and Omissions Insurance; Fidelity Bonds...............140

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ARTICLE VII.    
DEFAULT; TERMINATION OF MASTER SERVICER   

Section 7.01    Events of Default............................................140
Section 7.02    Trustee to Act; Appointment of Successor.....................142
Section 7.03    Notification to Certificateholders...........................144

ARTICLE VIII.   
CONCERNING THE TRUSTEE AND THE CO-TRUSTEE   

Section 8.01    Duties of Trustee............................................144
Section 8.02    Certain Matters Affecting the Trustee........................146
Section 8.03    Trustee Not Liable for Mortgage Loans........................147
Section 8.04    Trustee May Own Certificates.................................148
Section 8.05    Master Servicer to Pay Trustee's Fees and Expenses...........148
Section 8.06    Eligibility Requirements for Trustee.........................148
Section 8.07    Resignation and Removal of Trustee...........................149
Section 8.08    Successor Trustee............................................150
Section 8.09    Merger or Consolidation of Trustee...........................150
Section 8.10    Appointment of Co-Trustee or Separate Trustee................151
Section 8.11    Tax Matters..................................................152
Section 8.12    Co-Trustee...................................................155
Section 8.13    Access to Records of the Trustee.............................158
Section 8.14    Suits for Enforcement........................................158

ARTICLE IX.   
TERMINATION   

Section 9.01    Termination upon Liquidation or Repurchase of all               
                Mortgage Loans...............................................159
Section 9.02    Final Distribution on the Certificates.......................160
Section 9.03    Additional Termination Requirements..........................162
Section 9.04    Auction of the Mortgage Loans and REO Properties.............162

ARTICLE X.    
MISCELLANEOUS PROVISIONS    

Section 10.01   Amendment....................................................166
Section 10.02   Recordation of Agreement; Counterparts.......................168
Section 10.03   Governing Law................................................168
Section 10.04   Intention of Parties.........................................168
Section 10.05   Notices......................................................170
Section 10.06   Severability of Provisions...................................171
Section 10.07   Assignment...................................................171
Section 10.08   Limitation on Rights of Certificateholders...................171
Section 10.09   Inspection and Audit Rights..................................172
Section 10.10   Certificates Nonassessable and Fully Paid....................173
Section 10.11   Rights of NIM Insurer........................................173

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ARTICLE XI.   
EXCHANGE ACT REPORTING    

Section 11.01   Filing Obligations...........................................175
Section 11.02   Form 10-D Filings............................................175
Section 11.03   Form 8-K Filings.............................................176
Section 11.04   Form 10-K Filings............................................176
Section 11.05   Sarbanes-Oxley Certification.................................177
Section 11.06   Form 15 Filing...............................................177
Section 11.07   Report on Assessment of Compliance and Attestation...........178
Section 11.08   Use of Subservicers and Subcontractors.......................179
Section 11.09   Amendments...................................................180
Section 11.10   Reconciliation of Accounts...................................180

Exhibits                                                                        
--------                                                                        

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

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EXHIBIT H         Form of Final Certification of Trustee                    
EXHIBIT I         Transfer Affidavit for Class A-R Certificates             
EXHIBIT J-1       Form of Transferor Certificate for Class A-R Certificates 
EXHIBIT J-2       Form of Transferor Certificate for Private Certificates   
EXHIBIT K         Form of Investment Letter (Non-Rule 144A)                 
EXHIBIT L         Form of Rule 144A Letter                                  
EXHIBIT M         Form of Request for Document Release                      
EXHIBIT N         Form of Request for File Release                          
EXHIBIT O         Copy of Depository Agreement                              
EXHIBIT P         Form of Subsequent Transfer Agreement                     
EXHIBIT Q         [Reserved]                                                
EXHIBIT R           [Reserved]                                                  
EXHIBIT S-1         [Reserved]                                                  
EXHIBIT S-2         [Reserved]                                                  
EXHIBIT T           Officer's Certificate with respect to Prepayments           
EXHIBIT U           Form of Swap Contract                                       
EXHIBIT V-1         Form of Swap Contract Assignment Agreement                  
EXHIBIT V-2         Form of Swap Contract Administration Agreement              
EXHIBIT V-3         Form of Swap Guarantee                                      
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 December 1, 2006, by and
among CWABS, INC., a Delaware corporation, as depositor (the "Depositor"),      
COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller ("CHL" or a     
"Seller"), PARK MONACO INC., a Delaware corporation, as a seller ("Park Monaco" 
or a "Seller"), PARK SIENNA LLC, a Delaware limited liability company, as a     
seller ("Park Sienna" or a "Seller", and together with CHL and Park Monaco, the 
"Sellers"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as
master servicer (the "Master Servicer"), THE BANK OF NEW YORK, a New York       
banking corporation, as trustee (the "Trustee"), and THE BANK OF NEW YORK TRUST 
COMPANY, N.A., a national banking association, as co-trustee (the "Co-Trustee").

 PRELIMINARY STATEMENT

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

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

SWAP-IO REMIC:                                                        

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

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       -----------------
SWR-1A                    $          3,238,373.50            (2)
SWR-1B                    $          3,238,373.50            (3)
SWR-2A                    $          3,879,705.50            (2)
SWR-2B                    $          3,879,705.50            (3)
SWR-3A                    $          4,570,006.50            (2)
SWR-3B                    $          4,570,006.50            (3)
SWR-4A                    $          5,256,625.50            (2)

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Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       -----------------
SWR-4B                    $          5,256,625.50            (3)
SWR-5A                    $          5,937,076.50            (2)
SWR-5B                    $          5,937,076.50            (3)
SWR-6A                    $          6,566,279.50            (2)
SWR-6B                    $          6,566,279.50            (3)
SWR-7A                    $          7,016,649.50            (2)
SWR-7B                    $          7,016,649.50            (3)
SWR-8A                    $          7,612,956.00            (2)
SWR-8B                    $          7,612,956.00            (3)
SWR-9A                    $          8,190,508.00            (2)
SWR-9B                    $          8,190,508.00            (3)
SWR-10A                   $          8,757,072.50            (2)
SWR-10B                   $          8,757,072.50            (3)
SWR-11A                   $          8,843,872.50            (2)
SWR-11B                   $          8,843,872.50            (3)
SWR-12A                   $        112,492,489.00            (2)
SWR-12B                   $        112,492,489.00            (3)
SWR-13A                   $          7,920,545.50            (2)
SWR-13B                   $          7,920,545.50            (3)
SWR-14A                   $          8,107,885.00            (2)
SWR-14B                   $          8,107,885.00            (3)
SWR-15A                   $          8,279,323.50            (2)
SWR-15B                   $          8,279,323.50            (3)
SWR-16A                   $          8,442,135.00            (2)
SWR-16B                   $          8,442,135.00            (3)
SWR-17A                   $          8,590,887.00            (2)
SWR-17B                   $          8,590,887.00            (3)
SWR-18A                   $         12,404,044.50            (2)
SWR-18B                   $         12,404,044.50            (3)
SWR-19A                   $          8,214,511.00            (2)
SWR-19B                   $          8,214,511.00            (3)
SWR-20A                   $          8,056,701.00            (2)
SWR-20B                   $          8,056,701.00            (3)
SWR-21A                   $          7,903,857.50            (2)
SWR-21B                   $          7,903,857.50            (3)
SWR-22A                   $          7,756,127.00            (2)
SWR-22B                   $          7,756,127.00            (3)
SWR-23A                   $          7,620,859.50            (2)
SWR-23B                   $          7,620,859.50            (3)
SWR-24A                   $         48,073,384.00            (2)
SWR-24B                   $         48,073,384.00            (3)
SWR-25A                   $          6,257,819.50            (2)
SWR-25B                   $          6,257,819.50            (3)
SWR-26A                   $          6,101,676.50            (2)
SWR-26B                   $          6,101,676.50            (3)

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Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       -----------------
SWR-27A                   $          5,952,980.50            (2)
SWR-27B                   $          5,952,980.50            (3)
SWR-28A                   $          5,807,827.00            (2)
SWR-28B                   $          5,807,827.00            (3)
SWR-29A                   $          5,666,688.00            (2)
SWR-29B                   $          5,666,688.00            (3)
SWR-30A                   $         12,769,966.00            (2)
SWR-30B                   $         12,769,966.00            (3)
SWR-31A                   $          5,260,930.00            (2)
SWR-31B                   $          5,260,930.00            (3)
SWR-32A                   $          5,136,714.50            (2)
SWR-32B                   $          5,136,714.50            (3)
SWR-33A                   $          5,016,658.50            (2)
SWR-33B                   $          5,016,658.50            (3)
SWR-34A                   $          4,899,721.00            (2)
SWR-34B                   $          4,899,721.00            (3)
SWR-35A                   $          4,786,442.00            (2)
SWR-35B                   $          4,786,442.00            (3)
SWR-36A                   $         96,917,754.00            (2)
SWR-36B                   $         96,917,754.00            (3)
SWR-37A                   $          1,384,738.00            (2)
SWR-37B                   $          1,384,738.00            (3)
SWR-38A                   $          1,321,266.50            (2)
SWR-38B                   $          1,321,266.50            (3)
SWR-39A                   $          1,521.917.00            (2)
SWR-39B                   $          1,521.917.00            (3)
SWR-40A                   $          1,415,830.50            (2)
SWR-40B                   $          1,415,830.50            (3)
SWR-41A                   $          1,387,450.50            (2)
SWR-41B                   $          1,387,450.50            (3)
SWR-42A                   $          1,333,270.00            (2)
SWR-42B                   $          1,333,270.00            (3)
SWR-43A                   $          1,340,936.00            (2)
SWR-43B                   $          1,340,936.00            (3)
SWR-44A                   $          1,288,746.00            (2)
SWR-44B                   $          1,288,746.00            (3)
SWR-45A                   $          1,182,192.50            (2)
SWR-45B                   $          1,182,192.50            (3)
SWR-46A                   $          1,253,607.00            (2)
SWR-46B                   $          1,253,607.00            (3)
SWR-47A                   $          1,154,767.00            (2)
SWR-47B                   $          1,154,767.00            (3)
SWR-48A                   $          1,233,058.00            (2)
SWR-48B                   $          1,233,058.00            (3)
SWR-49A                   $            994,904.50            (2)

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Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       -----------------
SWR-49B                   $            994,904.50            (3)
SWR-50A                   $            970,831.50            (2)
SWR-50B                   $            970,831.50            (3)
SWR-51A                   $          1,140,732.50            (2)
SWR-51B                   $          1,140,732.50            (3)
SWR-52A                   $          1,084,351.00            (2)
SWR-52B                   $          1,084,351.00            (3)
SWR-53A                   $          1,078,381.00            (2)
SWR-53B                   $          1,078,381.00            (3)
SWR-54A                   $          1,024,839.00            (2)
SWR-54B                   $          1,024,839.00            (3)
SWR-55A                   $          1,013,661.50            (2)
SWR-55B                   $          1,013,661.50            (3)
SWR-56A                   $            957,488.50            (2)
SWR-56B                   $            957,488.50            (3)
SWR-57A                   $            863,875.00            (2)
SWR-57B                   $            863,875.00            (3)
SWR-58A                   $            895,329.50            (2)
SWR-58B                   $            895,329.50            (3)
SWR-59A                   $            892,466.00            (2)
SWR-59B                   $            892,466.00            (3)
SWR-60A                   $          1,495,637.00            (2)
SWR-60B                   $          1,495,637.00            (3)
SWR-61A                   $          1,097,671.00            (2)
SWR-61B                   $          1,097,671.00            (3)
SWR-62A                   $            992,329.00            (2)
SWR-62B                   $            992,329.00            (3)
SWR-63A                   $          1,074,027.50            (2)
SWR-63B                   $          1,074,027.50            (3)
SWR-64A                   $            936,114.00            (2)
SWR-64B                   $            936,114.00            (3)
SWR-65A                   $          1,052,823.00            (2)
SWR-65B                   $          1,052,823.00            (3)
SWR-66A                   $            948,184.00            (2)
SWR-66B                   $            948,184.00            (3)
SWR-67A                   $            894,125.00            (2)
SWR-67B                   $            894,125.00            (3)
SWR-68A                   $            861,869.50            (2)
SWR-68B                   $            861,869.50            (3)
SWR-69A                   $            793,947.00            (2)
SWR-69B                   $            793,947.00            (3)
SWR-70A                   $            838,749.00            (2)
SWR-70B                   $            838,749.00            (3)
SWR-71A                   $            772,715.00            (2)
SWR-71B                   $            772,715.00            (3)

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Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       -----------------
SWR-72A                   $         53,400,117.50            (2)
SWR-72B                   $         53,400,117.50            (3)
SWR-Support                                   (4)            (5)
SWR-P                     $                100.00            (6)
SWR-40 Year Reserve                           (7)            (7)
SW-A-R                                        (8)            (8)

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

(2)  Prior to the 73rd Distribution Date, a rate equal to twice the Pool Tax Cap
     less 10.24% per annum. On and after the 73rd Distribution Date a rate equal
   to the Pool Tax Cap. The "Pool Tax Cap" means the weighted average of the
  Adjusted Net Mortgage Rates of all the Mortgage Loans. For this purpose,
beginning on the Distribution Date in January 2017 and ending on the  
Distribution Date in December 2036 (the "Last Scheduled Distribution  
Date"), the Adjusted Net Mortgage Rate shall be determined by first   
    reducing the interest payable on each 40-Year Mortgage Loan by the 40-Year
Reserve Rate.                                                         

(3)  Prior to the 73rd Distribution Date, a rate equal to the lesser of (i)     
 10.24% per annum and (ii) twice the Pool Tax Cap. On and after the 73rd
Distribution Date, a rate equal to the Pool Tax Cap.                  

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

(5)  A rate equal to the Pool Tax Cap.                                          

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

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

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

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

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

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

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

STRIP REMIC:                                                          

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

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------
                                                                    Pass-Through            Corresponding Class of    
     Strip REMIC Interest        Initial Principal Balance               Rate                    Certificates         
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                                                      
STR-1-A.......................              (1)                          (2)                          1-A             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-2-A-1.....................              (1)                          (2)                         2-A-1            
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-2-A-2.....................              (1)                          (2)                         2-A-2            
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-2-A-3.....................              (1)                          (2)                         2-A-3            
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-2-A-4.....................              (1)                          (2)                         2-A-4            
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-1.......................              (1)                          (2)                          M-1             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-2.......................              (1)                          (2)                          M-2             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-3.......................              (1)                          (2)                          M-3             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-4.......................              (1)                          (2)                          M-4             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-5.......................              (1)                          (2)                          M-5             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-6.......................              (1)                          (2)                          M-6             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-7.......................              (1)                          (2)                          M-7             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-8.......................              (1)                          (2)                          M-8             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-M-9.......................              (1)                          (2)                          M-9             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-B.........................              (1)                          (2)                           B              
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-$100......................             $100                          (3)                          A-R             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-C-OC......................              (4)                          (2)                          N/A             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-C-Swap-IO                               (5)                          (5)                          N/A             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-C-40 Year IO                             (6)                         (6)                          N/A             
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-P.........................             $100                          (7)                           P              
------------------------------- ---------------------------- ---------------------------- ----------------------------
STR-A-R.......................              (8)                          (8)                          N/A             
----------------------------------------------------------------------------------------------------------------------

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

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

(3) This Strip REMIC Interest pays no interest.                                 

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

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

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

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

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

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

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

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

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

MASTER REMIC:                                                         

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

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                                       Original Certificate     Pass-Through
Class                                     Principal Balance           Rate      
-------------------------------------- ------------------------ ----------------
Class 1-A............................        $449,571,000              (1)      
Class 2-A-1..........................        $218,331,000              (1)      
Class 2-A-2..........................         $76,956,000              (1)      
Class 2-A-3..........................        $164,548,000              (1)      
Class 2-A-4..........................         $64,394,000              (1)      
Class M-1............................         $49,200,000              (1)      
Class M-2............................         $48,600,000              (1)      
Class M-3............................         $14,400,000              (1)      
Class M-4............................         $19,200,000              (1)      
Class M-5............................         $15,600,000              (1)      
Class M-6............................         $12,000,000              (1)      
Class M-7............................         $15,000,000              (1)      
Class M-8............................          $7,800,000              (1)      
Class M-9............................         $12,000,000              (1)      
Class B..............................         $11,400,000              (1)      
Class C..............................            (2)                   (3)      
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. For federal income tax purposes, including
    the computation of the Class C Distributable Amount and entitlement to Net
Rate Carryover the pass-through rate in respect of each Class 1-A     
Certificate, Class 2-A Certificate, Class M Certificate and Class B   
  Certificate will be subject to a cap equal to the Strip REMIC Cap rather
than its applicable Net Rate Cap.                                     
(2)  For federal income tax purposes, the Class C Certificates will be treated  
   as having a Certificate Principal Balance equal to the Overcollateralized
Amount.                                                               
(3)  For each Interest Accrual Period the Class C Certificates are entitled to  
    an amount (the "Class C Distributable Amount") equal to the sum of (a) the
     interest payable on the STR-C-Swap-IO Interest, (b) the interest payable on
 the STR-C-OC Interest, (c) the interest payable on the STR-C-40 Year IO
   Interest and (d) a specified portion of the interest payable on the Strip
    REMIC Regular Interests (other than the STR-$100, STR-C-OC, STR-C-Swap-IO,
STR-C-40 Year IO and STR-P Interests) equal to the excess of the Strip
REMIC Cap over the weighted average interest rate of the Strip REMIC  
Regular Interests (other than the STR-$100, STR-C-OC, STR-C-Swap-IO,  
     STR-C-40 Year IO and STR-P Interests) with each such Class subject to a cap
     equal to the Pass-Through Rate of the Corresponding Master REMIC Class. The
     Pass-Through Rate of the Class C Certificates shall be a rate sufficient to
     entitle it to an amount equal to all interest accrued on the Mortgage Loans
less the interest accrued on the other interests issued by the Master 
REMIC. The Class C Distributable Amount for any Distribution Date is  
payable from current interest on the Mortgage Loans and any related   
Overcollateralization Reduction Amount for that Distribution Date.    
(4)  For each Distribution Date the Class P Certificates are entitled to all    
Prepayment Charges distributed with respect to the STR-P Interest.    

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(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 Principal Reserve Fund, the Swap Account, 
the Final Maturity Reserve Fund or any other account related to the Trust Fund  
or the Mortgage Loans.                                                          

        Accrual Period: With respect to any Distribution Date and each Class
of Interest-Bearing 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 the Class C Certificates, the   
calendar month preceding the month in which such Distribution Date occurs. All  
calculations of interest on the Interest-Bearing 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 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 Mortgage Loans: The Mortgage Loans identified in the
Mortgage Loan Schedule as having a Mortgage Rate which is adjustable in         
accordance with the terms of the related Mortgage Note.                         

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

    Adjusted Replacement Upfront Amount: As defined in Section 3.21.

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

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

Loan Group(s)        Class(es) of Certificates

1 and 2                Interest-Bearing 
1                         1-A     
2                         2-A     

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

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

Bankruptcy Code: Title 11 of the United States Code.        

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

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

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

     Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.07 in the name of the 
Trustee for the benefit of the Certificateholders and designated "The Bank of   
New York in trust for registered Holders of CWABS, Inc., Asset-Backed           
Certificates, Series 2006-26". Funds in the Carryover Reserve Fund shall be held
in trust for the Certificateholders for the uses and purposes set forth in this 
Agreement.                                                                      

      Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as      
Exhibits A-1 through A-15, Exhibit B, Exhibit C, Exhibit D and Exhibit E.       

  Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a  
depository institution in the name of the Master Servicer for the benefit of the
Trustee on behalf of the Certificateholders and designated "Countrywide Home    
Loans Servicing LP in trust for registered Holders of CWABS, Inc., Asset-Backed 
Certificates, Series 2006-26". Funds in the Certificate Account shall be held in
trust for the Certificateholders for the uses and purposes set forth in this    
Agreement.                                                                      

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

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

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Certificate Principal Balances of all Certificates in such Class. The Class C   
Certificates do not have a Certificate Principal Balance. With respect to any   
Certificate (other than the Class C Certificates) of a Class and any            
Distribution Date, the portion of the Certificate Principal Balance of such     
Class represented by such Certificate equal to the product of the Percentage    
Interest evidenced by such Certificate and the Certificate Principal Balance of 
such Class.                                                                     

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

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

Certification Party: As defined in Section 11.05.           

Certifying Person: As defined in Section 11.05.             

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

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

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

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

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

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such Distribution Date times a fraction, the numerator of which is equal to 360 
and the denominator of which is equal to the actual number of days in the       
related Accrual Period and (2) any Swap Termination Payment payable to the Swap 
Counterparty for such Distribution Date (other than a Swap Termination Payment  
due to a Swap Counterparty Trigger Event) and (y) a fraction, the numerator of  
which is the Interest Funds for Loan Group 1 for such Distribution Date, and the
denominator of which is the Interest Funds for Loan Group 1 and Loan Group 2 for
such Distribution Date, and the denominator of which is (b) the sum of the      
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 as of  
the first day of the related Due Period (after giving effect to Principal       
Prepayments received during the Prepayment Period that ends during such Due     
Period) plus any amounts on deposit in the Pre-Funding Account in respect of    
Loan Group 1 as of the first day of that Due Period.                            

Class 1-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution Target 
Amount and (y) a fraction, the numerator of which is the Class 1-A Principal    
Distribution Target Amount and the denominator of which is the sum of the Class 
1-A Principal Distribution Target Amount and the Class 2-A Principal            
Distribution Target Amount.                                                     

       Class 1-A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the Certificate Principal Balance of the   
Class 1-A Certificates immediately prior to such Distribution Date, over (2) the
lesser of (x) 62.30% of the aggregate Stated Principal Balance of the Mortgage  
Loans in Loan Group 1 for such Distribution Date and (y) the aggregate Stated   
Principal Balance of the Mortgage Loans in Loan Group 1 for such Distribution   
Date minus 0.50% of the sum of the aggregate Cut-off Date Principal Balance of  
the Initial Mortgage Loans in Loan Group 1 and the original Group 1 Pre-Funded  
Amount.                                                                         

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

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

         Class 2-A-3 Certificate: Any Certificate designated as a "Class 2-A-3
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,            
representing the right to distributions as set forth herein.                    

         Class 2-A-4 Certificate: Any Certificate designated as a "Class 2-A-4
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,            
representing the right to distributions as set forth herein.                    

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

   Class 2-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2 as of  
the first day of the related Due Period (after giving effect to Principal       
Prepayments received during the Prepayment                                      

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

Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution Target 
Amount and (y) a fraction, the numerator of which is the Class 2-A Principal    
Distribution Target Amount and the denominator of which is the sum of the Class 
1-A Principal Distribution Target Amount and the Class 2-A Principal            
Distribution Target Amount.                                                     

       Class 2-A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal Balance
of the Class 2-A Certificates immediately prior to such Distribution Date, over 
(2) the lesser of (i) 62.30% of the aggregate Stated Principal Balance of the   
Mortgage Loans in Loan Group 2 for such Distribution Date and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 2 for such         
Distribution Date minus 0.50% of the sum of the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in Loan Group 2 and the original Group 2  
Pre-Funded Amount.                                                              

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

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

         Class A Principal Distribution Allocation Amount: With respect to any
Distribution Date (a) in the case of the Class 1-A Certificates, the Class 1-A  
Principal Distribution Amount and (b) in the case of the Class 2-A Certificates,
the Class 2-A Principal Distribution Amount.                                    

     Class A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal Balance
of the Class A Certificates immediately prior to such Distribution Date, over   
(2) the lesser of (x) 62.30% of the aggregate                                   

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

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

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

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

     Class M-1 Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-6 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-7 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-8 hereto,            
representing the right to distributions as set forth herein.                    

     Class M-4 Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the form of Exhibit A-9 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-10 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-11 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-12 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-13 hereto,           
representing the right to distributions as set forth herein.                    

     Class M-9 Certificate: Any Certificate designated as a "Class M-9
Certificate" on the face thereof, in the form of Exhibit A-14 hereto,           
representing the right to distributions as set forth herein.                    

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 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: December 29, 2006.                            

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

Collateral Schedule: Schedule II hereto.                    

       Combined Class M-1, M-2 and M-3 Principal Distribution Amount: With
respect to any Distribution Date, the excess of (1) the sum of (a) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into    
account distribution of the Class 1-A Principal Distribution Amount and Class   
2-A Principal Distribution Amount for such Distribution Date) and (b) the       
aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class   
M-3 Certificates immediately prior to the Distribution Date over (2) the lesser 
of (a) 81.00% of the aggregate Stated Principal Balance of the Mortgage Loans   
for the Distribution Date and (b) the aggregate Stated Principal Balance of the 
Mortgage Loans for the Distribution Date minus the OC Floor; provided, however, 
that if the Class M-1, Class M-2 and/or Class M-3 Certificates are the only     
Classes of Subordinate Certificates outstanding on such Distribution Date, those
Classes will be entitled to receive the entire remaining Principal Distribution 
Amount for Loan Group 1 and Loan Group 2 until the Certificate Principal        
Balances thereof are reduced to zero.                                           

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

  Compensating Interest: With respect to each Loan Group and any
Distribution Date, an amount equal to, in that Loan Group, 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 in that Loan Group for    
such Distribution Date.                                                         

        Confirmation: The confirmation, Global Deal ID 2799624, with a trade
date of December 19, 2006 evidencing a transaction between the Swap Counterparty
and CHL relating to the Swap Contract.                                          

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

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

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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.           

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

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

         Credit Comeback Excess Account: The separate Eligible Account created
and initially maintained by the Trustee pursuant to Section 4.08 in the name of 
the Trustee for the benefit of the Certificateholders and designated "The Bank  
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed        
Certificates, Series 2006-26". Funds in the Credit Comeback Excess Account shall
be held in trust for the Certificateholders for the uses and purposes set forth 
in this Agreement.                                                              

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

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

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

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

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

January 2009 -- December 2009.......... 1.10% with respect to January 2009, plus
                                      an additional 1/12th of 1.45% for each
                                      month thereafter through December 2009

January 2010 -- December 2010.......... 2.55% with respect to January 2010, plus
                                      an additional 1/12th of 1.50% for each
                                      month thereafter through December 2010

January 2011 -- December 2011.......... 4.05% with respect to January 2011, plus
                                      an additional 1/12th of 1.20% for each
                                      month thereafter through December 2011

January 2012 -- December 2012.......... 5.25% with respect to January 2012, plus
                                      an additional 1/12th of 0.75% for each
                                      month thereafter through December 2012

January 2013 -- December 2013.......... 6.00% with respect to January 2013, plus
                                      an additional 1/12th of 0.05% for each
                                      month thereafter through December 2013

January 2014 and thereafter............ 6.05%                                   

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

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

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

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

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

Definitive Certificates: As defined in Section 5.06.        

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

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

          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:                                  

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                     Class                              Percentage

           A.....................                         42.40%
           M-1...................                         54.19%
           M-2...................                         74.70%
           M-3...................                         84.13%
           M-4...................                        101.17%
           M-5...................                        121.10%
           M-6...................                        142.72%
           M-7...................                        183.73%
           M-8...................                        216.01%
           M-9...................                        296.01%
           B.....................                        456.71%

        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 Certificateholders and designated "The Bank of New York, 
in trust for registered Holders of CWABS, Inc., Asset-Backed Certificates,      
Series 2006-26". Funds in the Distribution Account shall be held in trust for   
the Certificateholders for the uses and purposes set forth in this Agreement.   

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        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 January 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 as    
evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts 
may bear interest, and may include, if otherwise qualified under this           
definition, accounts maintained with the Trustee.                               

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

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

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

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      ERISA-Restricted Certificates: The Class A-R Certificates, Class P
Certificates, Class C Certificates, Class B 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)(b), (ii) the amount   
remaining after the distribution of principal to Certificateholders for such    
Distribution Date, pursuant to Section 4.04(b)(1)(B)(ii) 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, (iii) with respect to a      
Covered Mortgage Loan, the applicable Mortgage Insurance Premium Rate and (iv)  
with respect to any Mortgage Loan covered by a lender paid mortgage insurance   
policy (other than a Mortgage Insurance Policy), the related mortgage insurance 
premium rate.                                                                   

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

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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 January 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) $23,148,030.      

          Final Maturity OC Trigger: With respect to any Distribution Date on or
after the Distribution Date in January 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 January 2017 up to and   
including the Distribution Date in December 2036, 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 4.09 in the name of the 
Trustee for the benefit of the Certificateholders and designated "The Bank of   
New York in trust for registered Holders of CWABS, Inc., Asset-Backed           
Certificates, Series 2006-26". 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.                                 

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

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

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

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

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

         Funding Period: The period from the Closing Date to and including the
earlier to occur of (x) the date the amount in the Pre-Funding Account is less  
than $175,000 and (y) February 12, 2007.                                        

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

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

       Group 1 Overcollateralization Reduction Amount: With respect to any
Distribution Date, the Overcollateralization Reduction Amount for such          
Distribution Date                                                               

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

   Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans on
the Closing Date, which shall equal $72,738,839.80.                             

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

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

   Group 2 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage Loans on
the Closing Date, which shall equal $82,416,509.30.                             

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          ISDA Master Agreement: The 1992 ISDA Master Agreement (Multicurrency -
Cross Border), including the Schedule and Credit Support Annex thereto, dated   
December 29, 2006, between the Swap Counterparty and the Swap Contract          
Administrator.                                                                  

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

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

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

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

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

         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           

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Liquidated Mortgage Loan (other than the amount of such net proceeds            
representing any profit realized by the Master Servicer in connection with the  
disposition of any such properties), less the sum of related unreimbursed       
Advances, Servicing Fees and Servicing Advances.                                

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

Loan Group 1: The Group 1 Mortgage Loans.                   

Loan Group 2: The Group 2 Mortgage Loans.                   

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

         Loan-to-Value Ratio: 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).      

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

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

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

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  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.                 

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

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

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

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

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

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

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

      Mortgage Insurance Policy: Either of the Mortgage Insurance Policy
issued by United Guaranty Mortgage Indemnity Company or the Mortgage Insurance  
Policy issued by Mortgage Guaranty Insurance Corporation with respect to certain
Mortgage Loans identified in the Mortgage Loan Schedule.                        

    Mortgage Insurance Premium: Either of the premium payable on the
Mortgage Insurance Policy issued by United Guaranty Mortgage Indemnity Company  
or the premium payable on the Mortgage Insurance Policy issued by Mortgage      
Guaranty Insurance Corporation, each on each Distribution Date and amounts due  
for premium taxes with respect to West Virginia, Kentucky or other applicable   
state taxes relating to such premium.                                           

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

          Mortgage Insurer: Either of United Guaranty Mortgage Indemnity Company
or Mortgage Guaranty Insurance Corporation or any replacement Mortgage Insurer, 
as applicable.                                                                  

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

(i)    the loan number;                 

(ii)   the Loan Group;                  

(iii)  the Appraised Value;             

(iv)   the Initial Mortgage Rate;       

(v)    the maturity date;               

(vi)   the original principal balance;  

  (vii)  the Cut-off Date Principal Balance;

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

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

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

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

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

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

(xiv)  the purpose of the Mortgage Loan;

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

                 (a)  the frequency of each Adjustment Date;

    (b)  the next Adjustment Date;

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     (c)  the Maximum Mortgage Rate;

     (d)  the Minimum Mortgage Rate;

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

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

(g)  the Gross Margin;    

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

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

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

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

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

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

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

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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.                 

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

         Net Rate Cap: With respect to any Distribution Date and (i) the Class
1-A Certificates, the Class 1-A Net Rate Cap, (ii) each Class of Class 2-A      
Certificates, the Class 2-A Net Rate Cap and (iii) each Class of Subordinate    
Certificates, the Subordinate Net Rate Cap.                                     

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

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

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

        Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Master Servicer that, in the good faith judgment of  
the Master                                                                      

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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: With respect to any Distribution Date, an amount equal to
0.50% of the sum of the aggregate Cut-off Date Principal Balance of the Initial 
Mortgage Loans and the Pre-Funded Amount.                                       

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

One-Month LIBOR: With respect to any Accrual Period for the 
Interest-Bearing 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 Interest-Bearing Certificates   
shall equal 5.35000% per annum. If such rate is not quoted on the Bloomberg     
Terminal (or if such service is no longer offered, such other service for       
displaying One-Month LIBOR or comparable rates as may be reasonably selected by 
the Trustee), One-Month LIBOR for the applicable Accrual Period for the         
Interest-Bearing 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 Interest-Bearing 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                                                           

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officer, employee, promoter, underwriter, trustee, partner, director or person  
performing similar functions.                                                   

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

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

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

OTS: The Office of Thrift Supervision.                      

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

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

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

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

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

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

         Overcollateralization Target Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date, an amount equal to 1.75% 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 3.50% of the aggregate Stated Principal                         

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Balance of the Mortgage Loans for the current Distribution Date and (ii) the OC 
Floor; provided, however, that if a Trigger Event is in effect on any           
Distribution Date, the Overcollateralization Target Amount will be the          
Overcollateralization Target Amount as in effect for the prior Distribution     
Date.                                                                           

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

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

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

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

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

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

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

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          ---------------------------------------- -------------- --------------
                                                   Pass-Through   Pass-Through
                           Class                   Margin (1)     Margin (2)
          ---------------------------------------- -------------- --------------
      Class 1-A...........................          0.140%        0.280%
          ---------------------------------------- -------------- --------------
      Class 2-A-1.........................          0.080%        0.160%
          ---------------------------------------- -------------- --------------
      Class 2-A-2.........................          0.130%        0.260%
          ---------------------------------------- -------------- --------------
      Class 2-A-3.........................          0.170%        0.340%
          ---------------------------------------- -------------- --------------
      Class 2-A-4.........................          0.220%        0.440%
          ---------------------------------------- -------------- --------------
      Class M-1...........................          0.250%        0.375%
          ---------------------------------------- -------------- --------------
      Class M-2...........................          0.280%        0.420%
          ---------------------------------------- -------------- --------------
      Class M-3...........................          0.330%        0.495%
          ---------------------------------------- -------------- --------------
      Class M-4...........................          0.390%        0.585%
          ---------------------------------------- -------------- --------------
      Class M-5...........................          0.410%        0.615%
          ---------------------------------------- -------------- --------------
      Class M-6...........................          0.470%        0.705%
          ---------------------------------------- -------------- --------------
      Class M-7...........................          0.900%        1.350%
          ---------------------------------------- -------------- --------------
      Class M-8...........................          1.700%        2.550%
          ---------------------------------------- -------------- --------------
      Class M-9...........................          1.750%        2.625%
          ---------------------------------------- -------------- --------------
      Class B.............................          1.750%        2.625%
          ---------------------------------------- -------------- --------------

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

        Pass-Through Rate: With respect to any Accrual Period and each Class
of Interest-Bearing Certificates the lesser of (x) One-Month LIBOR for such     
Accrual Period plus the Pass-Through Margin for such Class and Accrual Period   
and (y) the applicable Net Rate Cap for such Class and the related Distribution 
Date.                                                                           

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

Performance Certification: As defined in Section 11.05.     

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

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

          (ii) general obligations of or obligations guaranteed by any
        state of the United States or the District of Columbia receiving the
      highest long-term debt rating of each Rating Agency, or such lower
rating as each Rating Agency has                            

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          confirmed in writing is sufficient for the ratings originally assigned
to the Certificates by such Rating Agency;                  

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

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

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

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

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

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

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

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

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

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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 Tax Cap: As defined in the Preliminary Statement.      

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

         Pre-Funded Amount: The amount deposited in the Pre-Funding Account on
the Closing Date, which shall equal $155,155,349.10.                            

  Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee   
for the benefit of the Certificateholders and designated "The Bank of New York, 
in trust for registered holders of CWABS, Inc., Asset-Backed Certificates,      
Series 2006-26." Funds in the Pre-Funding Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement and    
shall not be a part of any REMIC created hereunder, provided, however that any  
investment income earned from Permitted Investments made with funds in the      
Pre-Funding Account will be for the account of CHL.                             

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

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

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

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

(i) the Mortgage Loan identifying number;         

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

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

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

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

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

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

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

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

        Prepayment Period: As to any Distribution Date and related Due Date,
the period beginning with the opening of business on the sixteenth day of the   
calendar month preceding the                                                    

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month in which such Distribution Date occurs (or, with respect to the first     
Distribution Date, the period beginning with the opening of business on December
2, 2006) and ending on the close of business on the fifteenth day of the month  
in which such Distribution Date occurs.                                         

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

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

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

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

     Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of the 
Trustee for the benefit of the Certificateholders and designated "The Bank of   
New York in trust for registered Holders of CWABS, Inc., Asset-Backed           
Certificates, Series 2006-26". Funds in the Principal Reserve Fund              

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shall be held in trust for the Certificateholders for the uses and purposes set 
forth in this Agreement.                                                        

        Private Certificates: The Class B, Class C and Class P Certificates.

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

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

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

PUD: A Planned Unit Development.                            

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

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

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

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

    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                                                

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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  
Interest-Bearing 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 Class A-R, Class C and Class P    
Certificates and the first Distribution Date, the Closing Date, and with respect
to any other Distribution Date, the last Business Day of the month preceding the
month of 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 Interest-Bearing     
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 Interest-Bearing Certificates on such      
Interest Determination Date.                                                    

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

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

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

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

Relief Act: The Servicemembers Civil Relief Act.            

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

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

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

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

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

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

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

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

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

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

(e)  any amendment to this Agreement;                       

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sarbanes-Oxley Certification: As defined in Section 11.05.  

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

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

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

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

Seller Shortfall Interest Requirement: With respect to the  
Distribution Date in each of January 2007, February 2007 and March 2007, is the 
sum of:                                                                         

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

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

Senior Certificates: The Class 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                                                                   

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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, the per annum
rate set forth on the Mortgage Loan Schedule for such Mortgage Loan.            

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

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

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

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any Realized Loss previously incurred in connection with a Deficient Valuation. 
The Stated Principal Balance of any Mortgage Loan that becomes a Liquidated     
Mortgage Loan will be zero on each date following the Due Period in which such  
Mortgage Loan becomes a Liquidated Mortgage Loan. References herein to the      
Stated Principal Balance of the Mortgage Loans at any time shall mean the       
aggregate Stated Principal Balance of all Mortgage Loans in the Trust Fund as of
such time, and references herein to the Stated Principal Balance of a Loan Group
at any time shall mean the aggregate Stated Principal Balance of all Mortgage   
Loans in such Loan Group at such time.                                          

    Stepdown Date: The earlier to occur of (a) the Distribution Date
following the Distribution Date on which the aggregate Certificate Principal    
Balance of the Senior Certificates is reduced to zero, and (b) the later to     
occur of (x) the Distribution Date in January 2010 and (y) the first            
Distribution Date on which the aggregate Certificate Principal Balance of the   
Senior Certificates (after calculating anticipated distributions on such        
Distribution Date) is less than or equal to 62.30% of the aggregate Stated      
Principal Balance of the Mortgage Loans for such Distribution Date.             

Stepdown Target Subordination Percentage: For each Class of 
Subordinate Certificates (other than the Class M-1, Class M-2 and Class M-3     
Certificates), the respective percentage indicated in the following table:      

                                                   Stepdown Target
                                                    Subordination Percentage
                                                    ----------------------------
Class M-4.................................          15.80%  
Class M-5.................................          13.20%  
Class M-6.................................          11.20%  
Class M-7.................................           8.70%  
Class M-8.................................           7.40%  
Class M-9.................................           5.40%  
Class B...................................           3.50%  

Strip REMIC: As defined in the Preliminary Statement.       

Strip REMIC Cap: As defined in the Preliminary Statement.   

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

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

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        Subordinate Class Principal Distribution Amount: With respect to any
Distribution Date and any Class of Subordinate Certificates (other than the     
Class M-1, Class M-2 and Class M-3 Certificates), the excess of (1) the sum of  
(a) the aggregate Certificate Principal Balance of the Class A Certificates     
(after taking into account distribution of the Class 1-A Principal Distribution 
Amount and the Class 2-A Principal Distribution Amount for such Distribution    
Date), (b) the aggregate Certificate Principal Balance of the Class M-1, Class  
M-2 and Class M-3 Certificates (after taking into account distribution of the   
Combined Class M-1, M-2 and M-3 Principal Distribution Amount for such          
Distribution Date), (c) the aggregate Certificate Principal Balance of any      
Classes of Subordinate Certificates (other than the Class M-1, Class M-2 and    
Class M-3 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 (d) the Certificate Principal Balance of the subject     
Class of Subordinate Certificates immediately prior to such Distribution Date   
over (2) the lesser of (a) the product of (x) 100% minus the Stepdown Target    
Subordination Percentage for the subject Class of Certificates and (y) the      
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans for   
such Distribution Date minus the OC Floor; provided, however, that if such Class
of Subordinate Certificates is the only Class of Subordinate Certificates       
outstanding on such Distribution Date, that Class will be entitled to receive   
the entire remaining Principal Distribution Amount for Loan Group 1 and Loan    
Group 2 until the Certificate Principal Balance thereof is reduced to zero.     

       Subordinate Net Rate Cap: With respect to any Distribution Date and
each Class of Subordinate Certificates, the weighted average of the Class 1-A   
Net Rate Cap and the Class 2-A Net Rate Cap, weighted on the basis of the excess
(if any) of the sum of the aggregate Stated Principal Balance of the Mortgage   
Loans in the related Loan Group as of the first day of the related Due Period   
(after giving effect to Principal Prepayments received during the Prepayment    
Period that ends during such Due Period) and the amount on deposit in the       
Pre-Funding Account in respect of that Loan Group as of the first day of such   
Due Period over the Certificate Principal Balance of the related Senior         
Certificates immediately prior to such Distribution Date.                       

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

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

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

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single Subsequent Transfer Date, "Subsequent Mortgage Loan" shall mean a        
Subsequent Mortgage Loan conveyed to the Trustee on such Subsequent Transfer    
Date.                                                                           

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

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

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

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

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

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

Subservicer: As defined in Section 3.02(a).                 

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

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

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

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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.                                                   

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

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

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

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

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

     Swap Contract Termination Date: The Distribution Date in December
2012.                                                                           

     Swap Counterparty: Lehman Brothers Special Financing Inc. and its
successors.                                                                     

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

       Swap Guarantee: The guaranty, dated as of December 29, 2006, by the
Swap Guarantor in favor of the Swap Contract Administrator, a form of which is  
attached hereto as Exhibit V-3.                                                 

Swap Guarantor: Lehman Brothers Holdings Inc.               

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

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

Swap Trust: The trust fund established by Section 4.09.     

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

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

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

Termination Price: As defined in Section 9.01.              

Terminator: As defined in Section 9.01.                     

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

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

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

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

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

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

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

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the Mortgage Loan; and (v) all proceeds of the conversion, voluntary or         
involuntary, of any of the foregoing into cash or other liquid property.        

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

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

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

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

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

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

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

          Underwriters: Countrywide Securities Corporation and 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 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                                        

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Rights will be allocated among the Certificates of each such Class in accordance
with their respective Percentage Interests.                                     

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

Section 1.02  Certain Interpretive Provisions.              

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

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 sells, transfers, assigns, sets    
over and otherwise conveys to the Trustee for benefit of the Certificateholders,
without recourse, all right, title and interest in and to the Initial Mortgage  
Loans.                                                                          

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

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

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

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

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

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

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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;                                  

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

   Loan Group 1                                                    Permitted
   Characteristic                                  Value            Variance
     ----------------------                       ------------      ------------
   Weighted Average Mortgage Rate............      8.263%           +/-0.10%

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Weighted Average Original                                             
   Loan-to-Value Ratio.......................      80.25%           +/-3.00%
Weighted Average Credit Bureau                                        
     Risk Score................................    596 points        +/-5 points
Percentage Originated under                                           
   CHL's Full Documentation Program..........      67.21%           +/-3.00%
Weighted Average Gross Margin of                                      
   Adjustable Rate Mortgage Loans............      6.581%           +/-0.10%

   Loan Group 2                                                    Permitted
   Characteristic                                  Value            Variance
     ----------------------                       ------------      ------------
   Weighted Average Mortgage Rate............      8.018%           +/-0.10%
Weighted Average Original                                             
   Loan-to-Value Ratio.......................      79.58%           +/-3.00%
Weighted Average Credit Bureau                                        
     Risk Score................................    623 points        +/-5 points
Percentage Originated under                                           
   CHL's Full Documentation Program..........      51.37%           +/-3.00%
Weighted Average Gross Margin of                                      
   Adjustable Rate Mortgage Loans............      5.897%           +/-0.10%

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

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

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

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

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

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

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

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

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

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

                  (iii) in the case of each Mortgage Loan that is not a MERS
          Mortgage Loan, a duly executed assignment of the Mortgage to
             "Asset-Backed Certificates, Series 2006-26, CWABS, Inc., by The
          Bank of New York, a New York banking corporation, as trustee
               under the Pooling and Servicing Agreement dated as of December 1,
        2006, without recourse" or a copy of such assignment, with
         recording information, (each such assignment, when duly and
validly completed,                                

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

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

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

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

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

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

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

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

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

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

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

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

        Each Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans sold by such Seller to the Depositor and has     
agreed to take the actions specified herein. The Depositor, concurrently with   
the execution and delivery of this Agreement, hereby sells, transfers, assigns  
and otherwise conveys to the Trustee for the use and benefit of the             

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Certificateholders, without recourse, all right, title and interest in the      
portion of the Trust Fund not otherwise conveyed to the Trustee pursuant to     
Sections 2.01(a) or (b).                                                        

Section 2.02  Acceptance by Trustee of the Mortgage Loans.  

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

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

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

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requests, a Final Certification with respect to the Initial Mortgage Loans      
substantially in the form annexed hereto as Exhibit H, with any applicable      
exceptions noted thereon.                                                       

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

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

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

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

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

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

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

          If, in the course of such review, the Co-Trustee finds any document or
documents constituting a part of such Mortgage File that do not meet the        
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include such 
exceptions in such Final Certification (and the Trustee                         

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

       If, in the course of such review, the 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                                                             

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

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

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

         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                                              

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 perform any of its other obligations under this Agreement in accordance
with the terms hereof.                                                

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

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

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

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

         (8)  The Master Servicer has fully furnished and will fully
furnish, in accordance with the Fair Credit Reporting Act and its     
implementing regulations, accurate and complete information (i.e.,    
favorable and unfavorable) on its borrower credit files to Equifax,   
   Experian, and Trans Union Credit Information Company (three of the credit
   repositories), on a monthly basis for the Mortgage Loans in Loan Group 1.

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

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

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

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 generally and (b) the remedy of specific performance and injunctive and
     other forms of equitable relief may be subject to equitable defenses and to
 the discretion of the court before which any proceeding therefor may be
brought.                                                              

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

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

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

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            (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.                                            

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        (59) No borrower was required to purchase any credit life,
disability, accident or health insurance product as a condition of    
obtaining the extension of credit.                                    

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

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

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

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

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

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

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

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

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

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

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

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

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

         (i) No Mortgage Loan in Loan Group 1 is covered by the Home
Ownership and Equity Protection Act of 1994 ("HOEPA");      

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             (ii) No borrower obtained a prepaid single-premium credit life,
       credit disability, credit unemployment or credit property insurance
   policy in connection with the origination of the Mortgage Loan;

          (iii) With respect to any Mortgage Loan in Loan Group 1 that
  contains a provision permitting imposition of a penalty upon a
     prepayment prior to maturity: (a) the Mortgage Loan provides some
       benefit to the borrower (e.g., a rate or fee reduction) in exchange
    for accepting such prepayment penalty; (b) prior to the Mortgage
          Loan's origination, the borrower was offered the option of obtaining a
         mortgage loan that did not require payment of such a penalty; (c) the
        prepayment penalty was adequately disclosed to the borrower pursuant
  to applicable state and federal law; (d) no such Mortgage Loan
      originated on or after October 1, 2002 will provide for prepayment
        penalties for a term in excess of three years, and any such Mortgage
      Loan originated prior to such date will not provide for prepayment
       penalties in excess of five years; in each case unless the loan was
        modified to reduce the prepayment period to no more than three years
         from the date of the note and the borrower was notified in writing of
        such reduction in prepayment period; and (e) such prepayment penalty
   shall not be imposed in any instance where the Mortgage Loan is
          accelerated or paid off in connection with the workout of a delinquent
       mortgage or due to the borrower's default, notwithstanding that the
       terms of the Mortgage Loan or state or federal law might permit the
imposition of such penalty;                                 

          (iv) With respect to each Mortgage Loan in Loan Group 1, the
     borrower was not encouraged or required to select a mortgage loan
       product offered by the Mortgage Loan's originator which is a higher
      cost product designed for less creditworthy borrowers, taking into
  account such facts as, without limitation, the Mortgage Loan's
      requirements and the borrower's credit history, income, assets and
liabilities;                                                

              (v) The methodology used in underwriting the extension of credit
     for each Mortgage Loan in Loan Group 1 did not rely solely on the
      extent of the borrower's equity in the collateral as the principal
 determining factor in approving such extension of credit. The
          methodology employed objective criteria such as the borrower's income,
          assets and liabilities, to the proposed mortgage payment and, based on
      such methodology, the Mortgage Loan's originator made a reasonable
      determination that at the time of origination the borrower had the
ability to make timely payments on the Mortgage Loan;       

        (vi) No borrower under a Mortgage Loan in Loan Group 1 was
         charged "points and fees" in an amount greater than (a) $1,000 or (b)
  5% of the principal amount of such mortgage loan, whichever is
       greater. For purposes of this representation, "points and fees" (x)
   include origination, underwriting, broker and finder's fees and
         charges that the lender imposed as a condition of making the mortgage
       loan, whether they are paid to the lender or a third party; and (y)
    exclude bona fide discount points, fees paid for actual services
        rendered in connection with the origination of the mortgage (such as
attorneys' fees, notaries                                   

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        fees and fees paid for property appraisals, credit reports, surveys,
      title examinations and extracts, flood and tax certifications, and
          home inspections); the cost of mortgage insurance or credit-risk price
          adjustments; the costs of title, hazard, and flood insurance policies;
          state and local transfer taxes or fees; escrow deposits for the future
         payment of taxes and insurance premiums; and other miscellaneous fees
       and charges, which miscellaneous fees and charges, in total, do not
exceed 0.25 percent of the loan amount;                     

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

      (viii) With respect to any Mortgage Loan in Loan Group 1
       originated on or after August 1, 2004, neither the related mortgage
    nor the related mortgage note requires the borrower to submit to
        arbitration to resolve any dispute arising out of or relating in any
way to the mortgage loan transaction; and                   

               (ix) Each Mortgage Loan in Loan Group 1 had an original principal
       balance that conforms to Freddie Mac guidelines concerning original
   principal balance limits at the time of the origination of such
mortgage loan.                                              

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

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

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

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

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

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

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

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

         (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.                      

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

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

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

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

        (3)  The execution and delivery of this Agreement and each
   Subsequent Transfer Agreement by Park Sienna, the sale of the Park Sienna
Mortgage Loans by Park Sienna under this Agreement and each Subsequent
Transfer Agreement, the consummation of any other of the transactions 
   contemplated by this Agreement and each Subsequent Transfer Agreement and
    the fulfillment of or compliance with the terms hereof are in the ordinary
 course of business of Park Sienna and will not (A) result in a material
    breach of any term or provision of the certificate of formation or limited
     liability company agreement of Park Sienna or (B) materially conflict with,
   result in a material breach, violation or acceleration of, or result in a
material default under, the terms of any other material agreement or  
instrument to which Park Sienna is a party or by which it             

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    may be bound, or (C) constitute a material violation of any statute, order
or regulation applicable to Park Sienna of any court, regulatory body,
  administrative agency or governmental body having jurisdiction over Park
Sienna; and Park Sienna is not in breach or violation of any material 
     indenture or other material agreement or instrument, or in violation of any
    statute, order or regulation of any court, regulatory body, administrative
 agency or governmental body having jurisdiction over it which breach or
  violation may materially impair Park Sienna's ability to perform or meet
any of its obligations under this Agreement.                          

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

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

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

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

     (e)  Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(a) through (d) that        
materially and adversely affects the interests of the Certificateholders in any 
Mortgage Loan, the party discovering such breach shall give prompt notice       
thereof to the other parties and the NIM Insurer. Each of the Master Servicer   
and the Sellers (each, a "Representing Party") hereby covenants with respect to 
the representations and warranties set forth in Sections 2.03(a) through (d)    
that within 90 days of the earlier of the discovery by such Representing Party  
or receipt of written notice by such Representing Party from any party of a     
breach of any representation or warranty set forth herein made that materially  
and adversely affects the interests of the Certificateholders in any Mortgage   
Loan, it shall cure such breach in all material respects and, if such breach is 
not so cured, shall, (i) if such 90-day period expires prior to the second      
anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage 
Loan") from the Trust Fund and substitute in its place a Replacement Mortgage   
Loan, in the manner and subject to the conditions set forth in this Section; or 
(ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at

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the Purchase Price in the manner set forth below; provided that (a) any such    
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall   
not be effected prior to the delivery to the Trustee of the Opinion of Counsel  
required by Section 2.05 hereof, (b) any such substitution pursuant to (i) above
shall not be effected prior to the additional delivery to the Trustee of a      
Request for File Release and (c) any such substitution pursuant to (i) above    
shall include a payment by the applicable Representing Party of any amount as   
calculated under item (iii) of the definition of "Purchase Price". Any          
Representing Party liable for a breach under this Section 2.03 shall promptly   
reimburse the Master Servicer or the Trustee for any expenses reasonably        
incurred by the Master Servicer or the Trustee in respect of enforcing the      
remedies for such breach. To enable the Master Servicer to amend the Mortgage   
Loan Schedule, any Representing Party liable for a breach under this Section    
2.03 shall, unless it cures such breach in a timely fashion pursuant to this    
Section 2.03, promptly notify the Master Servicer whether such Representing     
Party intends either to repurchase, or to substitute for, the Mortgage Loan     
affected by such breach. With respect to the representations and warranties     
described in this Section that are made to the best of the Representing Party's 
knowledge, if it is discovered by any of the Depositor, the Master Servicer, the
Sellers or the Trustee that the substance of such representation and warranty is
inaccurate and such inaccuracy materially and adversely affects the value of the
related Mortgage Loan, notwithstanding the Representing Party's lack of         
knowledge with respect to the substance of such representation or warranty, such
inaccuracy shall be deemed a breach of the applicable representation or         
warranty. Any breach of a representation set forth in Section 2.03(a)(8),       
(b)(72), (b)(75), (b)(76) or (b)(77) shall be deemed to materially and adversely
affect the Certificateholders.                                                  

          With respect to any Replacement Mortgage Loan or Loans, the applicable
Seller delivering such Replacement Mortgage Loan shall deliver to the Trustee   
for the benefit of the Certificateholders the related Mortgage Note, Mortgage   
and assignment of the Mortgage, and such other documents and agreements as are  
required by Section 2.01, with the Mortgage Note endorsed and the Mortgage      
assigned as required by Section 2.01. No substitution will be made in any       
calendar month after the Determination Date for such month. Scheduled Payments  
due with respect to Replacement Mortgage Loans in the Due Period related to the 
Distribution Date on which such proceeds are to be distributed shall not be part
of the Trust Fund and will be retained by the applicable Seller delivering such 
Replacement Mortgage Loan on such Distribution Date. For the month of           
substitution, distributions to Certificateholders will include the Scheduled    
Payment due on any Deleted Mortgage Loan for the related Due Period and         
thereafter the applicable Seller shall be entitled to retain all amounts        
received in respect of such Deleted Mortgage Loan. The Master Servicer shall    
amend the Mortgage Loan Schedule for the benefit of the Certificateholders to   
reflect the removal of such Deleted Mortgage Loan and the substitution of the   
Replacement Mortgage Loan or Loans and the Master Servicer shall deliver the    
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the      
Replacement Mortgage Loan or Loans shall be subject to the terms of this        
Agreement in all respects, and the applicable Seller delivering such Replacement
Mortgage Loan shall be deemed to have made with respect to such Replacement     
Mortgage Loan or Loans, as of the date of substitution, the representations and 
warranties set forth in Section 2.03(b), (c) or (d) with respect to such        
Mortgage Loan. Upon any such substitution and the deposit to the Certificate    
Account of the amount required to be deposited therein in connection with such  
substitution as described in the following paragraph, the Co-Trustee shall      
release to the Representing Party the Mortgage File relating to such Deleted    
Mortgage Loan and held for the benefit of the Certificateholders and            

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shall execute and deliver at the Master Servicer's direction such instruments of
transfer or assignment as have been prepared by the Master Servicer, in each    
case without recourse, as shall be necessary to vest in the applicable Seller,  
or its respective designee, title to the Trustee's interest in any Deleted      
Mortgage Loan substituted for pursuant to this Section 2.03.                    

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

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

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

  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.                                        

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

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

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

               (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.                  

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

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

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

         (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.               

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Section 2.06  Authentication and Delivery of Certificates.  

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

Section 2.07  Covenants of the Master Servicer.             

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

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

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

ARTICLE III.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01  Master Servicer to Service Mortgage Loans.    

          For and on behalf of the Certificateholders, the Master Servicer shall
service and administer the Mortgage Loans in accordance with customary and usual
standards of practice of prudent mortgage loan lenders in the respective states 
in which the Mortgaged Properties are located, including taking all required and
appropriate actions under each Required Insurance Policy and taking all required
and appropriate actions under each Mortgage Insurance Policy on behalf of the   
Co-Trustee, other than the payment of each Mortgage Insurance Premium and       
obtaining the approval of each Mortgage Insurer with respect to the appointment 
of a successor servicer. In connection with such servicing and administration,  
the Master Servicer shall have full power and authority, acting alone and/or    
through subservicers as provided in Section 3.02 hereof, subject to the terms   
hereof (i) to execute and deliver, on behalf of the Certificateholders and the  
Trustee, customary consents or waivers and other instruments and documents, (ii)
to consent to transfers of any Mortgaged Property and assumptions of the        
Mortgage Notes and related Mortgages (but only in the manner provided in this   
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds 
and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate   
foreclosure or other conversion of the ownership of the Mortgaged Property      
securing any Mortgage Loan; provided that the Master Servicer shall take no     
action that is inconsistent with or prejudices the interests of the Trustee or  
the Certificateholders in any Mortgage Loan or the rights and interests of the  
Depositor and the Trustee under this Agreement. The Master Servicer shall       
represent and protect the interest of the Trustee in the same manner as         

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it currently protects its own interest in mortgage loans in its own portfolio in
any claim, proceeding or litigation regarding a Mortgage Loan and shall not make
or permit any modification, waiver or amendment of any term of any Mortgage Loan
which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, 
(ii) result in the imposition of any tax under section 860(a) or 860(d) of the  
Code or (iii) cause any Covered Mortgage Loan to not be covered by the          
applicable Mortgage Insurance Policy, but in any case the Master Servicer shall 
not act in any manner that is a lesser standard than that provided in the first 
sentence of this Section 3.01. Without limiting the generality of the foregoing,
the Master Servicer, in its own name or in the name of the Depositor and the    
Trustee, is hereby authorized and empowered by the Depositor and the Trustee,   
when the Master Servicer believes it appropriate in its reasonable judgment, to 
execute and deliver, on behalf of the Trustee, the Depositor, the               
Certificateholders or any of them, any and all instruments of satisfaction or   
cancellation, or of partial or full release or discharge and all other          
comparable instruments, with respect to the Mortgage Loans, and with respect to 
the Mortgaged Properties held for the benefit of the Certificateholders. The    
Master Servicer shall prepare and deliver to the Depositor and/or the Trustee   
such documents requiring execution and delivery by any or all of them as are    
necessary or appropriate to enable the Master Servicer to service and administer
the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the    
Trustee shall execute such documents and deliver them to the Master Servicer.   
The Master Servicer further is authorized and empowered by the Trustee, on      
behalf of the Certificateholders and the Trustee, in its own name or in the name
of the Subservicer, when the Master Servicer or the Subservicer, as the case may
be, believes it appropriate in its best judgment to register any Mortgage Loan  
on the MERS(R) System, or cause the removal from the registration of any        
Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the   
Trustee and the Certificateholders or any of them, any and all instruments of   
assignment and other comparable instruments with respect to such assignment or  
re-recording of a Mortgage in the name of MERS, solely as nominee for the       
Trustee and its successors and assigns.                                         

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

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

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

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respecting defaulted Mortgage Loans. Any                                      
amounts collected by the Master Servicer under any primary insurance policies   
shall be deposited in the Certificate Account.                                  

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

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

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

    (a)  The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a            
subservicing agreement (each, a "Subservicing Agreement"); provided that (i)    
such subservicing arrangement and the terms of the related subservicing         
agreement must provide for the servicing of such Mortgage Loans in a manner     
consistent with the servicing arrangements contemplated hereunder, (ii) that    
such subservicing agreements would not result in a withdrawal or a downgrading  
by any Rating Agency of the ratings on any Class of Certificates, 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                   

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Subservicing Agreement and the rights and obligations of any Subservicer        
pursuant to any Subservicing Agreement in accordance with the terms and         
conditions of such Subservicing Agreement. Notwithstanding the provisions of any
subservicing agreement, any of the provisions of this Agreement relating to     
agreements or arrangements between the Master Servicer or a subservicer or      
reference to actions taken through a Master Servicer or otherwise, the Master   
Servicer shall remain obligated and liable to the Depositor, the Trustee and the
Certificateholders for the servicing and administration of the Mortgage Loans in
accordance with the provisions of this Agreement without diminution of such     
obligation or liability by virtue of such subservicing agreements or            
arrangements or by virtue of indemnification from the subservicer and to the    
same extent and under the same terms and conditions as if the Master Servicer   
alone were servicing and administering the Mortgage Loans. Every subservicing   
agreement entered into by the Master Servicer shall contain a provision giving  
the successor Master Servicer the option to terminate such agreement without    
cost in the event a successor Master Servicer is appointed. All actions of each 
subservicer performed pursuant to the related subservicing agreement shall be   
performed as an agent of the Master Servicer with the same force and effect as  
if performed directly by the Master Servicer.                                   

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

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

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

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the Master Servicer under this Agreement and may, but is not obligated to,      
perform, or cause a designee to perform, any defaulted obligation of the Master 
Servicer under this Agreement or exercise the rights of the Master Servicer     
under this Agreement; provided by virtue of such performance by the Depositor of
its designee. The Depositor shall not have any responsibility or liability for  
any action or failure to act by the Master Servicer and is not obligated to     
supervise the performance of the Master Servicer under this Agreement or        
otherwise.                                                                      

Section 3.04  Trustee to Act as Master Servicer.            

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

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

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

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

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

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

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

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

(3)  all Insurance Proceeds;                      

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

(5)  all Compensating Interest;                   

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

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

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

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

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

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

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

       No later than 1:00 p.m. Pacific time on the Master Servicer Advance
Date in each of January 2007, February 2007 and March 2007, CHL shall remit to  
the Master Servicer, and the Master Servicer shall deposit in the Certificate   
Account, the Seller Shortfall Interest Requirement (if any) for such Master     
Servicer Advance Date.                                                          

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

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

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

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

         (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                                                     

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Date, CHL shall remit the Pre-Funded Amount to the Trustee for deposit in the   
Pre-Funding Account.                                                            

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

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

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

         (g)  Except as otherwise expressly provided in this Agreement, if any
default occurs under any Permitted Investment, the Trustee may and, subject to  
Sections 8.01 and                                                               

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8.02(a)(4), at the request of the Holders of Certificates representing more than
50% of the Voting Rights or the NIM Insurer, shall take any action appropriate  
to enforce payment or performance, including the institution and prosecution of 
appropriate proceedings.                                                        

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

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

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

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

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

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

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

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

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

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

(iii) [Reserved];                                 

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

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

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

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

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

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withdrawal from the Certificate Account for deposit into the
Distribution Account pursuant to the following paragraph;   

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

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

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

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

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

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

       On the Business Day before the Class P Principal Distribution Date,
the Trustee shall transfer from the Principal Reserve Fund to the Distribution  
Account $100.00 and shall distribute such amount to the Class P Certificates on 
the Class P Principal Distribution Date. Following the distributions 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.                       

       (b)  The Trustee shall withdraw funds from the Distribution Account
for distribution to the Certificateholders and remittance to the Final Maturity 
Reserve Fund and the Swap Account in the manner specified in this Agreement (and
to withhold from the amounts so withdrawn, the amount of any taxes that it is   
authorized to retain pursuant to the third paragraph                            

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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;                                 

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

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

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

       United Guaranty Mortgage Indemnity Company, Account #2035650940583,
Wachovia Bank, 330 North Greene Street, Greensboro, North Carolina 27401, ABA   
#053000219, Txt: Attention: Lynn Ellis, CWABS 2006-26 Pool, Bulk Deal 77.       

         Mortgage Guaranty Insurance Corporation, Account #112663706, US Bank,
777 E. Wisconsin Ave., Milwaukee, Wisconsin 53201, ABA #075000022, Txt:         
Attention: Premium Pay - ID 3147644562 deal #2079.                              

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

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

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

Section 3.09  [Reserved].                                   

Section 3.10  Maintenance of Hazard Insurance.              

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

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

       (a)  Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the       
Mortgagor, the Master Servicer shall to the extent that it has knowledge of such
conveyance, enforce any due-on-sale clause contained in any Mortgage Note or    
Mortgage, to the extent permitted under applicable law and governmental         
regulations, but only to the extent that such enforcement will not adversely    
affect                                                                          

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

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

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thereof. Any fee collected by the Master Servicer for entering into an          
assumption or substitution of liability agreement will be retained by the Master
Servicer as additional servicing compensation.                                  

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

        (a)  The Master Servicer may agree to a modification of any Mortgage
Loan (the "Modified Mortgage Loan") if (i) CHL purchases the Modified Mortgage  
Loan from the Trust Fund immediately following the modification as described    
below and (ii) the Stated Principal Balance of such Mortgage Loan, when taken   
together with the aggregate of the Stated Principal Balances of all other       
Mortgage Loans in the same Loan Group that have been so modified since the      
Closing Date at the time of those modifications, does not exceed an amount equal
to 5% of the aggregate 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.  

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

     With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the                
Certificateholders (or the Trustee's nominee on behalf of the                   
Certificateholders). The Trustee's name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity. The
Master Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee's capacity thereunder. 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                                            

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

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

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

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

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

(c)  [Reserved].                                            

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

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

        Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a    
manner customary for such purposes, the Master Servicer will promptly notify the
Co-Trustee by delivering a Request for File Release. Upon receipt of such       
request, the Co-Trustee shall promptly release the related Mortgage File to the 
Master Servicer, and the Co-Trustee shall at the Master Servicer's direction    
execute and deliver to the Master Servicer the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage in each case provided by the Master Servicer, together 
with the Mortgage Note with written evidence of cancellation thereon. The Master
Servicer is authorized to cause the removal from the registration on the MERS(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,                                                                           

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including for such purpose, collection under any policy of flood insurance any  
fidelity bond or errors or omissions policy, or for the purposes of effecting a 
partial release of any Mortgaged Property from the lien of the Mortgage or the  
making of any corrections to the Mortgage Note or the Mortgage or any of the    
other documents included in the Mortgage File, the Co-Trustee shall, upon       
delivery to the Co-Trustee of a Request for Document Release or a Request for   
File Release, as applicable, release the documents specified in such request or 
the Mortgage File, as the case may be, to the Master Servicer. Subject to the   
further limitations set forth below, the Master Servicer shall cause the        
Mortgage File or documents so released to be returned to the Co-Trustee when the
need therefor by the Master Servicer no longer exists, unless the Mortgage Loan 
is liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer shall deliver to the Co-Trustee a Request for 
File Release for any remaining documents in the Mortgage File not in the        
possession of the Master Servicer.                                              

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

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

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

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provisions of this Agreement. The Master Servicer also agrees that it shall not 
create, incur or subject any Mortgage File or any funds that are deposited in   
the Certificate Account, the Distribution Account, the Carryover Reserve Fund or
in any Escrow Account (as defined in Section 3.06), or any funds that otherwise 
are or may become due or payable to the Trustee for the benefit of the          
Certificateholders, to any claim, lien, security interest, judgment, levy, writ 
of attachment or other encumbrance, or assert by legal action or otherwise any  
claim or right of set off against any Mortgage File or any funds collected on,  
or in connection with, a Mortgage Loan, except, however, that the Master        
Servicer shall be entitled to set off against and deduct from any such funds any
amounts that are properly due and payable to the Master Servicer under this     
Agreement.                                                                      

Section 3.15  Servicing Compensation.                       

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

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

Section 3.16  Access to Certain Documentation.              

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

Section 3.17  Annual Statement as to Compliance.            

   (a)  The Master Servicer shall deliver to the Depositor and the
Trustee on or before March 15 of each year, commencing with its 2007 fiscal     
year, an Officer's Certificate stating, as to the signer thereof, that (i) a    
review of the activities of the Master Servicer during                          

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

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

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

Section 3.18  [Reserved].                                   

Section 3.19  [Reserved].                                   

Section 3.20  Prepayment Charges.                           

       (a)  Notwithstanding anything in this Agreement to the contrary, in
the event of a Principal Prepayment in full or in part of a Mortgage Loan, the  
Master Servicer may not waive any Prepayment Charge or portion thereof required 
by the terms of the related Mortgage Note unless (i) such Mortgage Loan is in   
default or the Master Servicer believes that such a default is imminent, and the
Master Servicer determines that such waiver would maximize recovery of          
Liquidation Proceeds for such Mortgage Loan, taking into account the value of   
such Prepayment Charge, or (ii) (A) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating 
to creditors' rights generally or (2) due to acceleration in connection with a  
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law. In the event of a Principal Prepayment 
in full or in part with respect to any Mortgage Loan, the Master Servicer shall 
deliver to the Trustee an Officer's Certificate substantially in the form of    
Exhibit T no later than the third Business Day following the immediately        
succeeding Determination Date with a                                            

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copy to the Class P Certificateholders. If the Master Servicer has waived or    
does not collect all or a portion of a Prepayment Charge relating to a Principal
Prepayment in full or in part due to any action or omission of the Master       
Servicer, other than as provided above, the Master Servicer shall deliver to the
Trustee, together with the Principal Prepayment in full or in part, the amount  
of such Prepayment Charge (or such portion thereof as had been waived) for      
deposit into the Certificate Account (not later than 1:00 p.m. Pacific time on  
the immediately succeeding Master Servicer Advance Date, in the case of such    
Prepayment Charge) for distribution in accordance with the terms of this        
Agreement.                                                                      

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

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

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

Section 3.21  Swap Contract.                                

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

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

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

          Upon the Swap Contract Administrator obtaining actual knowledge of the
rating of the Swap Counterparty falling below the Approved Ratings Threshold (as
defined in the ISDA Master Agreement) or upon the Swap Contract Administrator   
obtaining actual knowledge of the rating of the Swap Counterparty falling below 
the Required Ratings Threshold (as defined in the ISDA Master Agreement), the   
Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment 
of the Delivery Amount (as defined in the ISDA Master Agreement) from the Swap  
Counterparty on each Valuation Date (as defined in the ISDA Master Agreement)   
and perform its other obligations in accordance with the ISDA Master Agreement  
and (ii) take such other action required under the ISDA Master Agreement. If a  
Delivery Amount is demanded, the Swap Contract Administrator, in accordance with
the Swap Contract Administration Agreement, shall establish an account to hold  
cash and other eligible investments pledged under the ISDA Master Agreement. Any
cash or other Eligible Collateral (as defined in the ISDA Master Agreement)     
pledged under the ISDA Master Agreement shall not be part of the Distribution   
Account or the Swap Account unless remitted to such accounts by the Swap        
Contract Administrator in accordance with the Swap Contract Administration      
Agreement. If Eligible Collateral with a value equal to the Delivery Amount is  
not delivered to the Swap Contract Administrator by the Swap Counterparty, the  
Swap Trustee shall direct the Swap Contract Administrator to notify the Swap    
Counterparty of such failure.                                                   

        Upon the Swap Trustee obtaining actual knowledge of a Failure to Pay
or Deliver (as defined in the ISDA Master Agreement), the Swap Trustee shall    
direct the Swap Contract Administrator to demand payment under the Swap         
Guarantee.                                                                      

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

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

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

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

 ARTICLE IV.
 DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01  Advances; Remittance Reports.                 

    (a)  Within two Business Days after each Determination Date, the
Master Servicer shall deliver to the Trustee by facsimile or electronic mail (or
by such other means as the Master Servicer and the Trustee, as the case may be, 
may agree from time to time) a                                                  

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Remittance Report with respect to the related Distribution Date. The Trustee    
shall not be responsible to recompute, recalculate or verify any information    
provided to it by the Master Servicer.                                          

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

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

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

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

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

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

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

Section 4.03  [Reserved].                                   

Section 4.04  Distributions.                                

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

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

             (ii) from the Interest Funds for Loan Group 1 and Loan Group 2,
         pro rata based on the Interest Funds for each such Loan Group, to the
Swap Account,                                               

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

(iii) concurrently:                               

                  (a) from Interest Funds for Loan Group 1, to the Class 1-A
           Certificates, the Current Interest and Interest Carry Forward
Amount for such Class and such Distribution Date, 

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

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

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

                 (a) sequentially, to the Class M-1, Class M-2, Class M-3,
              Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9
               and Class B Certificates, in that order, the Current Interest for
each such Class, and                              

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

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

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

(A)  concurrently:                                

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

                (a) to the Class 1-A Certificates, until the Certificate
Principal Balance thereof is reduced to zero; and 

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

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

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

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

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

             (i) sequentially, to the Class M-1, Class M-2, Class M-3, Class
          M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B
   Certificates, in that order, in each case until the Certificate
Principal Balance thereof is reduced to zero; and           

(ii) 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 Target
        Amount, pro rata based on the related Class A Principal Distribution
Allocation                                                  

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          Amount for the Class 1-A and Class 2-A Certificates, concurrently: (i)
   to the Class 1-A Certificates, in an amount up to the Class 1-A
          Principal Distribution Amount, until the Certificate Principal Balance
    thereof is reduced to zero; and (ii) to the Classes of Class 2-A
        Certificates in an amount up to the Class 2-A Principal Distribution
       Amount, allocated in the amounts and order of priority set forth in
          clause (3) below, until the Certificate Principal Balances thereof are
   reduced to zero; provided, however, that if (a) the Certificate
  Principal Balance of the Class 1-A Certificates and/or (b) the
         aggregate Certificate Principal Balance of the Class 2-A Certificates
   is reduced to zero, then any remaining unpaid Class A Principal
   Distribution Target Amount will be distributed to the remaining
       classes of Senior Certificates after distributions from clauses (i)
          and (ii) above (and, in the case of the Class 2-A Certificates, in the
       amounts and order of priority described in clause (3) below), until
        the Certificate Principal Balance(s) thereof is/are reduced to zero;

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

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

(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 2-A Certificates, such amounts shall be
    distributed sequentially, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and
     Class 2-A-4 Certificates, in that order, in each case until the Certificate
Principal Balances thereof 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 in the following order of priority, in    
each case first to the extent of the remaining Credit Comeback Excess Cashflow, 
if applicable, and second to the extent of the remaining Excess Cashflow:       

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

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

              (3)  sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B
   Certificates, in that order, in each case first in an amount equal to any
     Interest Carry Forward Amount for such Class and then in an amount equal to
the Unpaid Realized Loss Amount for such Class;                       

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

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

               (6)  if the Final Maturity OC Trigger is in effect, sequentially,
in the following order of priority:                                   

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

              (ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
          M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B
   Certificates, in that order, in each case until the Certificate
Principal Balance thereof is reduced to zero;               

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

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

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

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

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

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

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

              (4)  sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B
Certificates, in that order, in each case in an amount equal to any   
remaining Current Interest and Interest Carry Forward Amount for such 
Class;                                                                

           (5)  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 Overcollateralization Deficiency Amount 
remaining unpaid following the distributions described under Section  
4.04(c), payable to such Classes in the same manner in which the Extra
   Principal Distribution Amount in respect of Loan Group 1 and Loan Group 2
  would be distributed to such Classes as described under Section 4.04(c);

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

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

              (8)  sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B
Certificates, in that order, in each case in an amount equal to the   
remaining Unpaid Realized Loss Amount for each such Class; and        

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

    (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, and if such interest is paid pursuant to Section 4.04(d),   
then such interest shall be deemed to have been paid to the Swap Account and    
then paid by the Swap Account to those Certificateholders. For purposes of the  
Code, amounts deemed deposited in the Carryover Reserve Fund shall be deemed to 
have first been distributed to the Class C Certificates.                        

     (f)  On each Distribution Date, all Prepayment Charges and Master
Servicer Prepayment Charge Payment Amounts shall be distributed to the Class P  
Certificates. On the Class P Principal Distribution Date, the Trustee shall make
the $100.00 distribution to the Class P Certificates as specified in Section    
3.08.                                                                           

          (g)  On each Distribution Date, the Trustee shall allocate any Applied
Realized Loss Amount to reduce the Certificate Principal Balances of the Class  
B, Class M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, 
Class M-2 and Class M-1 Certificates, sequentially, in that order, in each case 
until the Certificate Principal Balance thereof is reduced to zero. After the   
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero, (i) the Trustee shall allocate any Applied Realized Loss Amount with   
respect to Loan Group 1 to reduce the Certificate Principal Balance of the Class
1-A Certificates, until the Certificate Principal Balance of such Class has been
reduced to zero, and (ii) the Trustee shall allocate any Applied Realized Loss  
Amount with respect to Loan Group 2 to reduce the Certificate Principal Balances
of each Class of Class 2-A Certificates, on a pro rata basis according to their 
respective Certificate Principal Balances, until the Certificate Principal      
Balances of such Classes have been reduced to zero.                             

         (h)  On each Distribution Date, the Trustee shall allocate the amount
of the Subsequent Recoveries with respect to either Loan Group, if any, first to
increase the Certificate Principal Balance of the Class 1-A Certificates (in the
case of any Subsequent Recoveries with respect to Loan Group 1) or the          
Certificate Principal Balances of the Classes of Class 2-A Certificates (in the 
case of any Subsequent Recoveries with respect to Loan Group 2) to which Applied
Realized Loss Amounts have been previously allocated (such increases, in the    
case of Subsequent Recoveries with respect to Loan Group 2, to be made among the
Classes of Class 2-A Certificates on a pro rata basis according to their        
respective Certificate Principal Balances), in each case 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,
Class M-8, Class M-9 and Class B Certificates, in that order, in each case by   
not more than the amount of the Unpaid Realized Loss Amount of such Class.      

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        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.                                             

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

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

         (i)  On the earlier of (i) the Distribution Date in December 2036 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 of       
priority:                                                                       

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

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              (2)  sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B
Certificates, in that order, until the Certificate Principal Balances 
thereof are reduced to zero; and                                      

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

Section 4.05  Monthly Statements to Certificateholders.     

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.06  Termination of a Mortgage Insurance Policy.   

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

        In addition, if during the period which the Depositor is required to
file Exchange Act Reports with respect to the Trust Fund, either (a) Mortgage   
Guaranty Insurance Corporation shall fail to provide to CHL any information     
required to be provided pursuant to Section 2(b) of the Item 1114 Agreement,    
dated as of November 7, 2006, between CHL, the Depositor, CWMBS, Inc., CWALT,   
Inc., CWHEQ, Inc. and Mortgage Guaranty Insurance Corporation, within the time  
period required by such agreement, or (b) United Guaranty Mortgage Indemnity    
Company shall fail to provide to CHL any information reasonably requested by CHL
for the purposes of compliance with Item 1114 of Regulation AB, then the        
Co-Trustee shall act at the written direction of the Depositor as to whether to 
terminate the applicable Mortgage Insurance                                     

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Policy; provided, however, that the Co-Trustee shall provide written notice to  
each Rating Agency of any such termination. Upon the termination of such        
Mortgage Insurance Policy under the circumstances contemplated by this          
paragraph, CHL shall assist the Co-Trustee in procuring a replacement mortgage  
insurance policy that meets the criteria for a replacement mortgage insurance   
policy specified in the preceding paragraph.                                    

Section 4.07  Carryover Reserve Fund.                       

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

      (b)  The Trustee shall make withdrawals from the Carryover Reserve
Fund to make distributions in respect of Net Rate Carryover as to the extent    
required by Section 4.04.                                                       

        (c)  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.                            

     (d)  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 with respect to Loan Group
1 and Loan Group 2 may be invested in Permitted Investments at the written      
direction of the Majority Holder of the Class C Certificates, which Permitted   
Investments shall mature not later than the Business Day immediately preceding  
the first Distribution Date that follows the date of such investment (except    
that if such Permitted Investment is an obligation of the institution that      
maintains the Credit Comeback Excess Account, then such Permitted Investment    
shall mature not later than such Distribution Date) and shall not be sold or    
disposed of prior to maturity. All such Permitted Investments shall be made in  
the name of the Trustee, for the benefit of the                                 

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Certificateholders. In the absence of such written direction, all funds in the  
Credit Comeback Excess Account shall be invested by the Trustee in The Bank of  
New York cash reserves. Any net investment earnings on amounts in the Credit    
Comeback Excess Account with respect to Loan Group 1 and Loan Group 2 shall be  
payable pro rata to the Holders of the Class C Certificates in accordance with  
their Percentage Interests. Any losses incurred in the Credit Comeback Excess   
Account in respect of any such investments shall be charged against amounts on  
deposit in the Credit Comeback Excess Account (or such investments) immediately 
as realized.                                                                    

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

Section 4.09  Swap Trust and Swap Account.                  

          On the Closing Date, there is hereby established a separate trust (the
"Swap Trust"), the assets of which shall consist of the Trustee's rights and    
obligations under the Swap Contract Administration Agreement. The Swap Trust    
shall be maintained by the Swap Trustee, who initially, shall be the Trustee.   
The Swap Trustee shall hold the assets of the Swap Trust in trust for the       
benefit of the Holders of the Interest-Bearing Certificates and the Swap        
Counterparty. No later than the Closing Date, the Swap Trustee shall establish  
and maintain a separate, segregated trust account to be held in the Swap Trust, 
titled, "Swap Account, The Bank of New York, as Swap Trustee, in trust for the  
Swap Counterparty and the registered holders of CWABS, Inc., Asset-Backed       
Certificates, Series 2006-26." Such account shall be an Eligible Account and    
funds on deposit therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys  
of the Trustee held pursuant to this Agreement. Amounts therein shall be held   
uninvested. Funds on deposit in the Swap Account shall be distributed in the    
amounts and in the order of priority described under Section 4.04(d). For       
federal income tax purposes, the Swap Trust, including the Swap Account, shall  
be owned by the Class C Certificates.                                           

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

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         Section 4.10  Final Maturity Reserve Trust and Final Maturity Reserve
Fund.                           

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

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

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

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

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

       (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-15, 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            Certificate
                   Minimum             in Excess             Principal
Class            Denomination           of Minimum             Balance  
--------------------------------------------------------------------------------
  1-A                $20,000                 $1              $ 449,571,000
 2-A-1               $20,000                 $1              $ 218,331,000
 2-A-2               $20,000                 $1              $  76,956,000
 2-A-3               $20,000                 $1              $ 164,548,000
 2-A-4               $20,000                 $1              $  64,394,000
  M-1                $20,000                 $1              $  49,200,000
  M-2                $20,000                 $1              $  48,600,000
  M-3                $20,000                 $1              $  14,400,000
  M-4                $20,000                 $1              $  19,200,000
  M-5                $20,000                 $1              $  15,600,000
  M-6                $20,000                 $1              $  12,000,000
  M-7                $20,000                 $1              $  15,000,000
  M-8                $20,000                 $1              $   7,800,000
  M-9                $20,000                 $1              $  12,000,000
   B                $100,000                 $1              $  11,400,000
  A-R               $99.95(1)                N/A             $         100
   C                   N/A                   N/A                       N/A
   P                   N/A                   N/A             $         100

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

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

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

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

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

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

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

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

       (b)  No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the      
Securities Act and any applicable state securities laws or is exempt from the   
registration requirements under the Securities Act and such state securities    
laws. In the event that a transfer is to be made in reliance upon an exemption  
from the Securities Act and such state securities laws, in order to assure      
compliance with the Securities Act and such state securities laws, the          
Certificateholder desiring to effect such Transfer and such Certificateholder's 
prospective transferee shall (except in connection with any transfer of a       
Private Certificate to an affiliate of the Depositor (either directly or through
a nominee) in connection with the initial issuance of the Certificates) each    
certify to the Trustee in writing the facts surrounding the Transfer in         
substantially the form set forth in Exhibit J-2 (a "Transferor Certificate") and
(i) deliver a letter in substantially the form of either Exhibit K (in the case 
of the Class P and Class C Certificates and in the case of a Class B Certificate
that after the proposed transfer will be a Definitive Certificate) (the         
"Investment Letter") or Exhibit L (in the case of any Private Certificate) (the 
"Rule 144A Letter") or (ii) there shall be delivered to the Trustee at the      
expense of the Certificateholder desiring to effect such transfer an Opinion of 

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

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

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B Certificates by the denomination of the transferred interests in such         
Definitive Certificate, shall instruct the Depository to credit the account of  
the applicable Depository Participant, and shall cause the subject Definitive   
Certificate to be cancelled.                                                    

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

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ERISA-Restricted Certificate that was in fact an employee benefit plan or       
arrangement subject to Section 406 of ERISA or a plan or arrangement subject to 
Section 4975 of the Code or a Person acting on behalf of any such plan or       
arrangement at the time it became a Holder or, at such subsequent time as it    
became such a plan or arrangement or Person acting on behalf of such a plan or  
arrangement, all payments made on such ERISA-Restricted Certificate at and after
either such time. Any such payments so recovered by the Trustee shall be paid   
and delivered by the Trustee to the last preceding Holder of such Certificate   
that is not such a plan or arrangement or Person acting on behalf of a plan or  
arrangement.                                                                    

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

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

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

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

            (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                        

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through a nominee) in connection with the initial issuance of the     
Certificates, no Ownership Interest in a Class A-R Certificate may be 
    registered or transferred, and the Trustee shall not register the Transfer
    of any Class A-R Certificate, unless the Trustee shall have been furnished
  with a certificate (a "Transferor Certificate") of the transferor in the
form attached hereto as Exhibit J-1 and an affidavit (a "Transfer     
 Affidavit") of the initial owner or the proposed transferee in the form
attached hereto as Exhibit I.                                         

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

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

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

         The restrictions on Transfers of a Class A-R Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the   
legend on a Class A-R Certificate may be deleted) with respect to Transfers     
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion 
of Counsel shall not be an expense of the Trustee, any Seller or the Master     
Servicer, to the effect that the elimination of such restrictions will not cause
any REMIC                                                                       

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

Section 5.04  Persons Deemed Owners.                        

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

 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                           

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

Section 5.06  Book-Entry Certificates.                      

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

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

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

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

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

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

          (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.                                                                        

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

Section 5.07  Notices to Depository.                        

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

Section 5.08  Definitive Certificates.                      

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

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                                           

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Street, New York, New York 10286, Attention: Corporate Trust MBS Administration,
as offices for such purposes. The Trustee will give prompt written notice to the
Certificateholders of any change in such location of any such office or agency. 

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

     Section 6.01  Respective Liabilities of the Depositor, the Master
Servicer and the Sellers.       

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

      Section 6.02  Merger or Consolidation of the Depositor, the Master
Servicer or the Sellers.        

    The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the    
laws of one of the states thereof and will each obtain and preserve its         
qualification to do business as a foreign corporation in each jurisdiction in   
which such qualification is or shall be necessary to protect the validity and   
enforceability of this Agreement, or any of the Mortgage Loans and to perform   
its duties under this Agreement. The Master Servicer will keep in effect its    
existence, rights and franchises as a limited partnership under the laws of the 
United States or under the laws of one of the states thereof and will obtain and
preserve its qualification or registration to do business as a foreign          
partnership in each jurisdiction in which such qualification or registration is 
or shall be necessary to protect the validity and enforceability of this        
Agreement or any of the Mortgage Loans and to perform its duties under this     
Agreement.                                                                      

          Any Person into which the Depositor, the Master Servicer or any Seller
may be merged or consolidated, or any Person resulting from any merger or       
consolidation to which the Depositor, the Master Servicer or any Seller shall be
a party, or any person succeeding to the business of the Depositor, the Master  
Servicer or any Seller, shall be the successor of the Depositor, the Master     
Servicer or such Seller, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided that the successor or 
surviving Person to the Master Servicer shall be qualified to service mortgage  
loans on behalf of Fannie Mae and Freddie Mac.                                  

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

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

     None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the          
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under   
any liability to the Trustee (except as provided in Section 8.05), the Trust    
Fund or the Certificateholders for any action taken or for refraining from the  
taking of any action in good faith pursuant to this Agreement, or for errors in 
judgment; provided that this provision shall not protect the Depositor, the     
Sellers, the Master Servicer or any such Person against any breach of           
representations or warranties made by it herein or protect the Depositor, the   
Sellers, the Master Servicer or any such Person from any liability that would   
otherwise be imposed by reasons of willful misfeasance, bad faith or gross      
negligence in the performance of duties or by reason of reckless disregard of   
obligations and duties hereunder. The Depositor, the Sellers, the NIM Insurer,  
the Master Servicer and any director, officer, employee or agent of the         
Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in good 
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Sellers,
the NIM Insurer, the Master Servicer and any director, officer, employee or     
agent of the Depositor, the Sellers, the NIM Insurer or the Master Servicer     
shall be indemnified by the Trust Fund and held harmless against any loss,      
liability or expense incurred in connection with any audit, controversy or      
judicial proceeding relating to a governmental taxing authority or any legal    
action relating to this Agreement or the Certificates, other than any loss,     
liability or expense related to any specific Mortgage Loan or Mortgage Loans    
(except as any such loss, liability or expense shall be otherwise reimbursable  
pursuant to this Agreement) and any loss, liability or expense incurred by      
reason of willful misfeasance, bad faith or gross negligence in the performance 
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Sellers, the NIM Insurer or the Master    
Servicer shall be under any obligation to appear in, prosecute or defend any    
legal action that is not incidental to its respective duties hereunder and that 
in its opinion may involve it in any expense or liability; provided that any of 
the Depositor, the Sellers, the NIM Insurer or the Master Servicer may, in its  
discretion undertake any such action that it may deem necessary or desirable in 
respect of this Agreement and the rights and duties of the parties hereto and   
interests of the Trustee and the Certificateholders hereunder. In such event,   
the legal expenses and costs of such action and any liability resulting         
therefrom shall be, expenses, costs and liabilities of the Trust Fund, and the  
Depositor, the Sellers, the NIM Insurer and the Master Servicer shall be        
entitled to be reimbursed therefor out of the Certificate Account as provided by
Section 3.08 hereof.                                                            

Section 6.04  Limitation on Resignation of Master Servicer. 

        The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder are
no longer permissible under applicable law or (ii) upon appointment of a        
successor servicer that is reasonably acceptable to the Trustee and the NIM     
Insurer and the written confirmation from each Rating Agency (which confirmation
shall be furnished to the Depositor, the Trustee and the NIM Insurer) that such 
resignation will not cause such Rating Agency to reduce the then-current rating 
of the Certificates. Any such determination pursuant to clause (i) of the       
preceding sentence permitting the resignation of the Master Servicer shall be   
evidenced by an Opinion of Counsel to                                           

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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 and the NIM Insurer
(upon such party's reasonable request) with copies of any such insurance        
policies and fidelity bond. The Master Servicer shall be deemed to have complied
with this provision if an Affiliate of the Master Servicer has such errors and  
omissions and fidelity bond coverage and, by the terms of such insurance policy 
or fidelity bond, the coverage afforded thereunder extends to the Master        
Servicer.                                                                       

ARTICLE VII.
 DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01  Events of Default.                            

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

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

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

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

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

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

          (6)  the Master Servicer shall fail to reimburse in full the
Trustee not later than 6:00 p.m. (New York time) on the Business Day  
     following the related Distribution Date for any Advance made by the Trustee
pursuant to Section 4.01(d) together with accrued and unpaid interest.

        If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
shall, but only at the direction of either the NIM Insurer or the Holders of    
Certificates evidencing not less than 25% of the Voting Rights, by notice in    
writing to the Master Servicer (with a copy to each Rating Agency and the       
Depositor), terminate all of the rights and obligations of the Master Servicer  
under this Agreement and in and to the Mortgage Loans and the proceeds thereof, 
other than its rights as a Certificateholder hereunder. In addition, if during  
the period that the Depositor is required to file Exchange Act Reports with     
respect to the Trust Fund, the Master Servicer shall fail to observe or perform 
any of the obligations that constitute a Limited Exchange Act Reporting         
Obligation or the obligations set forth in Section 3.17(a) or Section           
11.07(a)(1) and (2), and such failure continues for the lesser of 10 calendar   
days or such period in which the applicable Exchange Act Report can be filed    
timely (without taking into account any extensions), so long as such failure    

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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 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                                                               

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and applicable law including the obligation to make advances pursuant to Section
4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs
and expenses relating to the Mortgage Loans that the Master Servicer would have 
been entitled to if the Master Servicer had continued to act hereunder.         
Notwithstanding the foregoing, if the Trustee has become the successor to the   
Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it  
shall be unwilling to so act, or shall, if it is prohibited by applicable law   
from making Advances pursuant to Section 4.01 hereof or if it is otherwise      
unable to so act, (i) appoint any established mortgage loan servicing           
institution reasonably acceptable to the NIM Insurer (as evidenced by the prior 
written consent of the NIM Insurer), or (ii) if it is unable for 60 days to     
appoint a successor servicer reasonably acceptable to the NIM Insurer, petition 
a court of competent jurisdiction to appoint any established mortgage loan      
servicing institution, the appointment of which does not adversely affect the   
then-current rating of the Certificates and the NIM Insurer guaranteed notes    
(without giving any effect to any policy or guaranty provided by the NIM        
Insurer) by each Rating Agency as the successor to the Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or         
liabilities of the Master Servicer hereunder. Any successor Master Servicer     
shall be an institution that is a Fannie Mae and Freddie Mac approved           
seller/servicer in good standing, that has been approved by each Mortgage       
Insurer if required, that has a net worth of at least $15,000,000 and that is   
willing to service the Mortgage Loans and executes and delivers to the Depositor
and the Trustee an agreement accepting such delegation and assignment, that     
contains an assumption by such Person of the rights, powers, duties,            
responsibilities, obligations and liabilities of the Master Servicer (other than
liabilities and indemnities of the Master Servicer under Section 6.03 hereof    
incurred prior to termination of the Master Servicer under Section 7.01), with  
like effect as if originally named as a party to this Agreement; and provided   
further that each Rating Agency acknowledges that its rating of the Certificates
in effect immediately prior to such assignment and delegation will not be       
qualified or reduced as a result of such assignment and delegation. No          
appointment of a successor to the Master Servicer hereunder shall be effective  
until (i) the Trustee shall have consented thereto, (ii) written notice of such 
proposed appointment shall have been provided by the Trustee to each            
Certificateholder and (iii) at least 15 calendar days prior to the effective    
date of such appointment, (x) the Trustee shall provide written notice to the   
Depositor of such successor pursuant to this Section 7.02 and (y) such successor
Master Servicer shall provide to the Depositor in writing and in form and       
substance reasonably satisfactory to the Depositor, all information reasonably  
requested by the Depositor in order to comply with its reporting obligation     
under Item 6.02 of Form 8-K with respect to a replacement master servicer. The  
Trustee shall not resign as servicer until a successor servicer has been        
appointed and has accepted such appointment. Pending appointment of a successor 
to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited 
by law from so acting, shall, subject to Section 3.04 hereof, act in such       
capacity as herein above provided. In connection with such appointment and      
assumption, the Trustee may make such arrangements for the compensation of such 
successor out of payments on Mortgage Loans as it and such successor shall      
agree; provided that no such compensation shall be in excess of that permitted  
the Master Servicer hereunder. The Trustee and such successor shall take such   
action, consistent with this Agreement, as shall be necessary to effectuate any 
such succession. Neither the Trustee nor any other successor servicer shall be  
deemed to be in default hereunder by reason of any failure to make, or any delay
in making, any distribution hereunder or any portion thereof or any failure to  
perform, or any delay in performing, any duties or responsibilities hereunder,  
in either case                                                                  

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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 and to each Rating Agency.                                   

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

 ARTICLE VIII.
 CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

Section 8.01  Duties of Trustee.                            

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

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

    No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own gross      
negligent failure to act or its own misconduct, its grossly negligent failure to
perform its obligations in compliance with this Agreement, or any liability that
would be imposed by reason of its willful misfeasance or bad faith; provided    
that:                                                                           

            (1)  prior to the occurrence of an Event of Default, and after
     the curing of all such Events of Default that may have occurred, the duties
  and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable, individually
     or as Trustee, except for the performance of such duties and obligations as
are specifically set forth in this Agreement, no implied covenants or 
   obligations shall be read into this Agreement against the Trustee and the
  Trustee may conclusively rely, as to the truth of the statements and the
 correctness of the opinions expressed therein, upon any certificates or
 opinions furnished to the Trustee and conforming to the requirements of
    this Agreement that it reasonably believed in good faith to be genuine and
     to have been duly executed by the proper authorities respecting any matters
arising hereunder;                                                    

               (2)  the Trustee shall not be liable, individually or as Trustee,
 for an error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless the Trustee was grossly   
negligent or acted in bad faith or with willful misfeasance;          

               (3)  the Trustee shall not be liable, individually or as Trustee,
    with respect to any action taken, suffered or omitted to be taken by it in
     good faith in accordance with the direction of the Holders of each Class of
Certificates evidencing not less than 25% of the Voting Rights of such
   Class relating to the time, method and place of conducting any proceeding
   for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Agreement; and                  

             (4)  without in any way limiting the provisions of this Section
8.01 or Section 8.02 hereof, the Trustee shall be entitled to rely    
     conclusively on the information delivered to it by the Master Servicer in a
     Trustee Advance Notice in determining whether or not it is required to make
     an Advance under Section 4.01(d), shall have no responsibility to ascertain
 or confirm any information contained in any Trustee Advance Notice, and
   shall have no obligation to make any Advance under Section 4.01(d) in the
  absence of a Trustee Advance Notice or actual knowledge by a Responsible
Officer that (A) a required Advance was not made and (B) such required
Advance was not a Nonrecoverable Advance.                             

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       The Trustee hereby represents, warrants, covenants and agrees that,
except as permitted by Article IX hereof, it shall not cause the Trust Fund to  
consolidate or amalgamate with, or merge with or into, or transfer all or       
substantially all of the Trust Fund to, another Person.                         

Section 8.02  Certain Matters Affecting the Trustee.        

(a)  Except as otherwise provided in Section 8.01:          

               (1)  the Trustee may request and rely upon and shall be protected
in acting or refraining from acting upon any resolution, Officer's    
   Certificate, certificate of auditors or any other certificate, statement,
  instrument, opinion, report, notice, request, consent, order, appraisal,
  bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;              

          (2)  the Trustee may consult with counsel and any Opinion of
    Counsel shall be full and complete authorization and protection in respect
  of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;                       

               (3)  the Trustee shall not be liable, individually or as Trustee,
    for any action taken, suffered or omitted by it in good faith and believed
by it to be authorized or within the discretion or rights or powers   
conferred upon it by this Agreement;                                  

               (4)  prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default that may have occurred, the 
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, 
   opinion, report, notice, request, consent, order, approval, bond or other
    paper or document, unless requested in writing so to do by the NIM Insurer
   or the Holders of each Class of Certificates evidencing not less than 25%
    of the Voting Rights of such Class; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or     
     liabilities likely to be incurred by it in the making of such investigation
    is, in the opinion of the Trustee not reasonably assured to the Trustee by
the NIM Insurer or such Certificateholders, the Trustee may require   
reasonable indemnity against such expense, or liability from the NIM  
Insurer or such Certificateholders as a condition to taking any such  
action;                                                               

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

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

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

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

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

      (b)  All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee without
the possession of any of the Certificates, or the production thereof at the     
trial or other proceeding relating thereto, and any such suit, action or        
proceeding instituted by the Trustee shall be brought in its name for the       
benefit of all the Holders of the Certificates, subject to the provisions of    
this Agreement.                                                                 

    The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Swap Contract Administration Agreement (in its
capacity as Swap Trustee). The Sellers, the Depositor, the Master Servicer and  
the Holders of the Interest-Bearing Certificates by their acceptance of such    
Certificates acknowledge and agree that the Trustee shall execute, deliver and  
perform its obligations under the Swap Contract Administration Agreement and    
shall do so solely in its capacity as Swap Trustee, as the case may be, and not 
in its individual capacity. Every provision of this Agreement relating to the   
conduct or affecting the liability of or affording protection to the Trustee    
shall apply to the Trustee's execution of the Swap Contract Administration      
Agreement in its capacity as Swap Trustee, and the performance of its duties and
satisfaction of its obligations thereunder.                                     

Section 8.03  Trustee Not Liable for Mortgage Loans.        

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

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Section 8.04  Trustee May Own Certificates.                 

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

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

    The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and       
advances incurred or made by the Trustee on behalf of the Trust Fund in         
accordance with any of the provisions of this Agreement (including, without     
limitation: (A) the reasonable compensation and the expenses and disbursements  
of its counsel, but only for representation of the Trustee acting in its        
capacity as Trustee hereunder and (B) to the extent that the Trustee must engage
persons not regularly in its employ to perform acts or services on behalf of the
Trust Fund, which acts or services are not in the ordinary course of the duties 
of a trustee, paying agent or certificate registrar, in the absence of a breach 
or default by any party hereto, the reasonable compensation, expenses and       
disbursements of such persons, except any such expense, disbursement or advance 
as may arise from its negligence, bad faith or willful misconduct). The Trustee 
and any director, officer, employee or agent of the Trustee shall be indemnified
by the Master Servicer and held harmless against any loss, liability or expense 
(i) incurred in connection with any legal action relating to this Agreement or  
the Certificates, or in connection with the performance of any of the Trustee's 
duties hereunder, other than any loss, liability or expense incurred by reason  
of willful misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's  
obligations and duties hereunder or (ii) resulting from any error in any tax or 
information return prepared by the Master Servicer. Such indemnity shall survive
the termination of this Agreement or the resignation or removal of the Trustee  
hereunder.                                                                      

Section 8.06  Eligibility Requirements for Trustee.         

  The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust       
powers, having a combined capital and surplus of at least $50,000,000, subject  
to supervision or examination by federal or state authority and with a credit   
rating that would not cause any of the Rating Agencies to reduce their          
respective ratings of any Class of Certificates below the ratings issued on the 
Closing Date (or having provided such security from time to time as is          
sufficient to avoid such reduction). If such corporation or association         
publishes reports of condition at least annually, pursuant to law or to the     
requirements of the aforesaid supervising or examining authority, then for the  
purposes of this Section 8.06 the combined capital and surplus of such          
corporation or association shall be deemed to be its combined capital and       
surplus as set forth in its most recent report of condition so published. In    
case at any time the Trustee shall cease to be eligible in accordance with the  
provisions of this Section 8.06, the Trustee shall resign immediately in the    
manner and with the effect specified in Section 8.07 hereof. The corporation or 
national banking association serving as Trustee may have normal banking and     
trust relationships with the Depositor, the Sellers and the Master Servicer and 
their respective affiliates; provided that such corporation cannot be an        

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affiliate of the Master Servicer other than the Trustee in its role as successor
to the Master Servicer.                                                         

Section 8.07  Resignation and Removal of Trustee.           

        The Trustee may at any time resign and be discharged from the trusts
hereby created by (1) giving written notice of resignation to the Depositor and 
the Master Servicer and by mailing notice of resignation by first class mail,   
postage prepaid, to the Certificateholders at their addresses appearing on the  
Certificate Register and each Rating Agency, not less than 60 days before the   
date specified in such notice when, subject to Section 8.08, such resignation is
to take effect, and (2) acceptance of appointment by a successor trustee in     
accordance with Section 8.08 and meeting the qualifications set forth in Section
8.06. If no successor trustee shall have been so appointed and have accepted    
appointment within 30 days after the giving of such notice or resignation, the  
resigning Trustee may petition any court of competent jurisdiction for the      
appointment of a successor trustee.                                             

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

If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign  
after written request thereto by the NIM Insurer or the Depositor, (ii) the     
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or   
insolvent, or a receiver of the Trustee or of its property shall be appointed,  
or any public officer shall take charge or control of the Trustee or of its     
property or affairs for the purpose of rehabilitation, conservation or          
liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any    
state in which the Trustee or the Trust Fund is located, (B) the imposition of  
such tax would be avoided by the appointment of a different trustee and (C) the 
Trustee fails to indemnify the Trust Fund against such tax, or (iv) during the  
period which the Depositor is required to file Exchange Act Reports with respect
to the Trust Fund, the Trustee fails to comply with its obligations under the   
last sentence of Section 7.01, the preceding paragraph, Section 8.09 or Article 
XI and such failure is not remedied within the lesser of 10 calendar days or    
such period in which the applicable Exchange Act Report can be filed timely     
(without taking into account any extensions), then, in the case of clauses (i)  
through (iii), the Depositor, the NIM Insurer or the Master Servicer, or in the 
case of clause (iv), the Depositor, may remove the Trustee and appoint a        
successor trustee, reasonably acceptable to the NIM Insurer, by written         
instrument, in triplicate, one copy of which instrument shall be delivered to   
the Trustee, one copy of which shall be delivered to the Master Servicer and one
copy of which shall be delivered to the successor trustee.                      

          The Holders evidencing at least 51% of the Voting Rights of each Class
of Certificates may at any time remove the Trustee and appoint a successor      
trustee by written instrument or instruments, in triplicate, signed by such     
Holders or their attorneys-in-fact duly authorized, one complete set of which   
instruments shall be delivered by the successor Trustee to                      

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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 Swap Contract is still outstanding,
the Person appointed as successor trustee shall execute, acknowledge and deliver
to the predecessor trustee, CHL and the Master Servicer an instrument accepting 
the appointment as successor Swap Contract Administrator under the Swap Contract
Administration Agreement.                                                       

     No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall 
be eligible under the provisions of Section 8.06 hereof, is reasonably          
acceptable to the NIM Insurer, its appointment shall not adversely affect the   
then-current ratings of the Certificates and has provided to the Depositor in   
writing and in form and substance reasonably satisfactory to the Depositor, all 
information reasonably requested by the Depositor in order to comply with its   
reporting obligation under Item 6.02 of Form 8-K with respect to a replacement  
Trustee. Upon acceptance of appointment by a successor trustee as provided in   
this Section 8.08, the Depositor shall mail notice of the succession of such    
trustee hereunder to the NIM Insurer and all Holders of Certificates. If the    
Depositor fails to mail such notice within ten days after acceptance of         
appointment by the successor trustee, the successor trustee shall cause such    
notice to be mailed at the expense of the Depositor.                            

Section 8.09  Merger or Consolidation of Trustee.           

        Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any merger, 
conversion or consolidation to which the Trustee shall be a party, or any       
corporation succeeding to substantially all of the corporate trust business of  
the Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be eligible under the provisions of Section 8.06 hereof       
without the execution or filing of any paper or further act on the part of any  
of the parties hereto, anything herein to the contrary notwithstanding.         

          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                                               

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Trustee shall provide (x) written notice to the Depositor of any successor      
pursuant to this Section and (y) in writing and in form and substance reasonably
satisfactory to the Depositor, all information reasonably requested by the      
Depositor in order to comply with its reporting obligation under Item 6.02 of   
Form 8-K with respect to a replacement Trustee.                                 

Section 8.10  Appointment of Co-Trustee or Separate Trustee.

        Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which  
any part of the Trust Fund or property securing any Mortgage Note may at the    
time be located, the Master Servicer and the Trustee acting jointly shall have  
the power and shall execute and deliver all instruments to appoint one or more  
Persons approved by the Trustee and reasonably acceptable to the NIM Insurer to 
act as co-trustee or co-trustees jointly with the Trustee, or separate trustee  
or separate trustees, of all or any part of the Trust Fund, and to vest in such 
Person or Persons, in such capacity and for the benefit of the                  
Certificateholders, such title to the Trust Fund or any part thereof, whichever 
is applicable, and, subject to the other provisions of this Section 8.10, such  
powers, duties, obligations, rights and trusts as the Master Servicer and the   
Trustee may consider necessary or desirable. If the Master Servicer shall not   
have joined in such appointment, or the NIM Insurer shall not have approved such
appointment, within 15 days after receipt by it of a request to do so, or in the
case an Event of Default shall have occurred and be continuing, the Trustee     
shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor     
trustee under Section 8.06 and no notice to Certificateholders of the           
appointment of any co-trustee or separate trustee shall be required under       
Section 8.08.                                                                   

        Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

          (1)  All rights, powers, duties and obligations conferred or
  imposed upon the Trustee, except for the obligation of the Trustee under
    this Agreement to advance funds on behalf of the Master Servicer, shall be
 conferred or imposed upon and exercised or performed by the Trustee and
    such separate trustee or co-trustee jointly (it being understood that such
    separate trustee or co-trustee is not authorized to act separately without
   the Trustee joining in such act), except to the extent that under any law
     of any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer  
     hereunder), the Trustee shall be incompetent or unqualified to perform such
 act or acts, in which event such rights, powers, duties and obligations
     (including the holding of title to the Trust Fund or any portion thereof in
any such jurisdiction) shall be exercised and performed singly by such
     separate trustee or co-trustee, but solely at the direction of the Trustee;

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

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

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

       Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the    
extent not prohibited by law, to do any lawful act under or in respect of this  
Agreement on its behalf and in its name. If any separate trustee or co-trustee  
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the   
Trustee, to the extent permitted by law, without the appointment of a new or    
successor trustee.                                                              

Section 8.11  Tax Matters.                                  

     It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC created pursuant
to the Preliminary Statement qualifies as, a "real estate mortgage investment   
conduit" as defined in and in accordance with the REMIC Provisions. In          
furtherance of such intention, the Trustee covenants and agrees that it shall   
act as agent (and the Trustee is hereby appointed to act as agent) on behalf of 
the Trust Fund and that in such capacity it shall: (a) prepare and file, or     
cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage 
Investment Conduit Income Tax Returns (Form 1066 or any successor form adopted  
by the Internal Revenue Service) and prepare and file or cause to be prepared   
and filed with the Internal Revenue Service and applicable state or local tax   
authorities income tax or information returns for each taxable year with respect
to each REMIC created hereunder containing such information and at the times and
in the manner as may be required by the Code or state or local tax laws,        
regulations, or rules, and furnish or cause to be furnished to                  
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) within thirty days of the Closing   
Date, furnish or cause to be furnished to the Internal Revenue Service, on Forms
8811 or as otherwise may be required by the Code, the name, title, address, and 
telephone number of the person that the Holders of the Certificates may contact 
for tax information relating thereto, together with such additional information 
as may be required by such Form, and update such information at the time or     
times in the manner required by the Code for the Trust Fund; (c) make or cause  
to be made elections, on behalf of each REMIC created hereunder to be treated as
a REMIC on the federal tax return of each such REMIC for its first taxable year 
(and, if necessary, under applicable state law); (d) prepare and forward, or    
cause to be prepared and forwarded, to the Certificateholders and to the        
Internal Revenue Service and, if necessary, state tax authorities, all          
information returns and reports as and when required to be provided to them in  
accordance with the REMIC Provisions, including without limitation, the         
calculation of any original issue discount using the Prepayment Assumption; (e) 
provide information necessary for the computation of tax imposed on the transfer
of a Class A-R Certificate to a Person that is not a Permitted Transferee, or an
agent                                                                           

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(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.                           

        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                                            

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other tax arises out of or results from a breach by the Trustee of any of its   
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of  
any such minimum tax, and (y) any party hereto (other than the Trustee) to the  
extent any such other tax arises out of or results from a breach by such other  
party of any of its obligations under this Agreement or (iii) in all other      
cases, or in the event that any liable party here fails to honor its obligations
under the preceding clauses (i) or (ii), any such tax will be paid first with   
amounts otherwise to be distributed to the Class A-R Certificateholders, and    
second with amounts otherwise to be distributed to all other Certificateholders 
in the same manner as if such tax were a Realized Loss that occurred ratably    
within each Loan Group. Notwithstanding anything to the contrary contained      
herein, to the extent that such tax is payable by the Class A-R Certificates,   
the Trustee is hereby authorized to retain on any Distribution Date, from the   
Holders of the Class A-R Certificates (and, if necessary, second, from the      
Holders of all other Certificates in the priority specified in the preceding    
sentence), funds otherwise distributable to such Holders in an amount sufficient
to pay such tax. The Trustee agrees to promptly notify in writing the party     
liable for any such tax of the amount thereof and the due date for the payment  
thereof.                                                                        

          The Trustee shall treat the Carryover Reserve Fund and the Swap Trust,
including the Swap Account, as outside reserve funds within the meaning of      
Treasury Regulation 1.860G-2(h), neither of which is an asset of any REMIC      
created hereunder. The Carryover Reserve Fund shall be treated as owned by the  
Class C Certificateholders and the Swap Trust, including the Swap Account, shall
be treated as owned by the Class C Certificateholders. The rights of the Holders
of each Class of Certificates (other than the Class P and Class A-R             
Certificates) to receive payments from, and the deemed obligations of such      
Holders to make payments to, the Carryover Reserve Fund or the Swap Trust,      
including the Swap Account, shall be treated as rights and obligations with     
respect to notional principal contracts written by the Holders of the Class C   
Certificates in respect of any Net Rate Carryover distributed pursuant to       
Sections 4.04(c)(4), and (ii) the Swap Counterparty in respect of any Net Rate  
Carryover funded by the Swap Contract and in respect of any residual payments   
from such Swap Contract received by the Class C Certificates. Thus, the         
Certificates (other than the Class P and Class A-R Certificates), shall be      
treated as representing ownership of Master REMIC regular interests coupled with
contractual rights and obligations within the meaning of Treasury Regulation    
1.860G-2(i). For purposes of determining the issue price of the various Master  
REMIC regular interests, the Trustee shall treat the $1,280,000 upfront amount  
received by CHL from the Swap Counterparty in connection with the execution of  
the Confirmation as an additional amount paid by the Certificateholders for the 
Master REMIC regular interests. Any differences in the distributions to a       
Certificateholder (positive or negative) that would result from the application 
of the Strip REMIC Cap rather than the applicable Net Rate Cap shall be treated 
by the Trustee as reconciled among the Certificates by swap payments made       
pursuant to notional principal contracts entered into among the                 
Certificateholders.                                                             

     The Trustee shall 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.                                                         

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To the extent the amount payable with respect to the Swap Contract exceeds the  
amount payable with respect to the Class C Certificates, the Trustee, for       
federal income tax purposes, shall treat such excess as Realized Losses from    
Mortgage Loans and to the extent such Realized Losses (if they had occurred)    
would be allocated to a Certificateholder, the Trustee shall treat such amount  
as first payable to the Certificateholder as principal and as then payable by   
the Certificateholder with respect to a notional principal contract.            

         The Trustee shall treat the Final Maturity Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned
by the Holders of the Class C Certificates, and that is not an asset of any     
REMIC created hereunder. Beginning on the Distribution Date in January 2017, the
Trustee shall treat any monies payable to the Class C Certificateholders with   
respect to their interest in the STR-C-40 Year IO, as first paid to the Class C 
Certificates and then deposited in the Final Maturity Reserve Fund. Any monies  
payable on the STR-C-40 Year IO in excess of the Final Maturity Required Deposit
shall be the "Excess Deposit." For income tax purposes, to the extent the amount
of any Excess Deposit is payable to Holders of Certificates other than the Class
C Certificates, such amount shall be treated as payable to such Holders as Net  
Rate Carryover and any remaining amount of Excess Deposit shall be treated as   
payable to the Holders of the Class C Certificates. Any other monies received by
the Holders of the Interest-Bearing Certificates from the Final Maturity Reserve
Fund will be treated as monies paid by the Holders of the Class C Certificates  
to acquire the Interest-Bearing Certificates receiving such monies. Thus, with  
respect to such other monies, the Interest-Bearing Certificates and the Class C 
Certificates shall be treated as representing ownership of not only a Master    
REMIC regular interest, but also ownership of an interest in a forward purchase 
contract and the Trustee shall treat the rights of the holders of the           
Interest-Bearing Certificates to receive such other monies from the Final       
Maturity Reserve Fund as rights in forward purchase contracts entered into with 
the Holders of the Class C Certificates.                                        

Section 8.12  Co-Trustee.                                   

       (a)  The Co-Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished 
to the Co-Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they conform
to the requirements of this Agreement, to the extent required by this Agreement.
If any such instrument is found not to conform to the requirements of this      
Agreement in a material manner, the Co-Trustee shall take action as it deems    
appropriate to have the instrument corrected. In addition, the Co-Trustee shall 
act as the insured under each Mortgage Insurance Policy and hereby directs the  
Master Servicer, on behalf of the Co-Trustee, to take all actions appropriate or
required of the Co-Trustee under each Mortgage Insurance Policy, other than the 
payment of each Mortgage Insurance Premium and obtaining the approval of each   
Mortgage Insurer with respect to the appointment of a successor servicer.       

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         (b)  No provision of this Agreement shall be construed to relieve the
Co-Trustee from liability for its own grossly negligent action, its own gross   
negligent failure to act or its own misconduct, its grossly negligent failure to
perform its obligations in compliance with this Agreement, or any liability that
would be imposed by reason of its willful misfeasance or bad faith; provided    
that:                                                                           

        (1)  the duties and obligations of the Co-Trustee shall be
determined solely by the express provisions of this Agreement with the
     exception of Section 8.10, the Co-Trustee shall not be liable, individually
     or as Co-Trustee, except for the performance of such duties and obligations
  as are specifically set forth in this Agreement, no implied covenants or
  obligations shall be read into this Agreement against the Co-Trustee and
     the Co-Trustee may conclusively rely, as to the truth of the statements and
     the correctness of the opinions expressed therein, upon any certificates or
    opinions furnished to the Co-Trustee and conforming to the requirements of
    this Agreement that it reasonably believed in good faith to be genuine and
     to have been duly executed by the proper authorities respecting any matters
arising hereunder; and                                                

         (2)  the Co-Trustee shall not be liable, individually or as
  Co-Trustee, for an error of judgment made in good faith by a Responsible
  Officer or Responsible Officers of the Co-Trustee, unless the Co-Trustee
  was grossly negligent or acted in bad faith or with willful misfeasance.

(c)  Except as otherwise provided in paragraph (b) above:   

        (1)  the Co-Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution,    
  Officer's Certificate, certificate of auditors or any other certificate,
  statement, instrument, opinion, report, notice, request, consent, order,
     appraisal, bond or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;      

             (2)  the Co-Trustee may consult with counsel and any Opinion of
    Counsel shall be full and complete authorization and protection in respect
  of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;                       

         (3)  the Co-Trustee shall not be liable, individually or as
   Co-Trustee, for any action taken, suffered or omitted by it in good faith
   and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;                           

              (4)  the Co-Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate, statement,
 instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document;                                      

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

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

          (d)  The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer, as the case may be, and the Co-Trustee    
assumes no responsibility for their correctness. The Co-Trustee makes no        
representations as to the validity or sufficiency of this Agreement or of any   
Mortgage Loan or related document or of MERS or the MERS(R) System. The         
Co-Trustee shall not be accountable for the use or application by the Depositor 
or the Master Servicer of any funds paid to the Depositor or the Master Servicer
in respect of the Mortgage Loans or deposited in or withdrawn from the          
Certificate Account by the Depositor or the Master Servicer.                    

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

   (f)  The Master Servicer covenants and agrees (i) to pay to the
Co-Trustee from time to time, and the Co-Trustee shall be entitled to, such     
compensation as shall be agreed in writing by the Master Servicer and the       
Co-Trustee (which shall not be limited by any provision of law in regard to the 
compensation of a trustee of an express trust) for all services rendered by it  
in the execution of the trusts hereby created and in the exercise and           
performance of any of the powers and duties hereunder of the Co-Trustee and (ii)
to pay or reimburse the Co-Trustee, upon its request, for all reasonable        
expenses, disbursements and advances incurred or made by the Co-Trustee on      
behalf of the Trust Fund in accordance with any of the provisions of this       
Agreement (including, without limitation: (A) the reasonable compensation and   
the expenses and disbursements of its counsel, but only for representation of   
the Co-Trustee acting in its capacity as Co-Trustee hereunder and (B) to the    
extent that the Co-Trustee must engage persons not regularly in its employ to   
perform acts or services on behalf of the Trust Fund, which acts or services are
not in the ordinary course of the duties of a trustee, paying agent or          
certificate registrar, in the absence of a breach or default by any party       
hereto, the reasonable compensation, expenses and disbursements of such persons,
except any such expense, disbursement or advance as may arise from its          
negligence, bad faith or willful misconduct). The Co-Trustee and any director,  
officer, employee or agent of the Co-Trustee shall be indemnified by the Master 
Servicer and held harmless against any loss, liability or expense (i) incurred  
in connection with any legal action relating to this Agreement or the           
Certificates, or in connection with the performance of any of the Co-Trustee's  
duties hereunder, other than any loss, liability or expense incurred by reason  
of willful misfeasance, bad faith or negligence in the performance of any of the
Co-Trustee's duties hereunder or by reason of reckless disregard of the         
Co-Trustee's obligations and duties hereunder and (ii) resulting from any error 
in any tax or information return prepared by the Master Servicer. Such indemnity
shall survive the termination of this Agreement or the resignation or removal of
the Co-Trustee hereunder.                                                       

          (g)  The Co-Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust       
powers, having a combined                                                       

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capital and surplus of at least $50,000,000, subject to supervision or          
examination by federal or state authority and with a credit rating that would   
not cause any of the Rating Agencies to reduce their respective ratings of any  
Class of Certificates below the ratings issued on the Closing Date (or having   
provided such security from time to time as is sufficient to avoid such         
reduction). If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid         
supervising or examining authority, then for the purposes of this Section 8.12  
the combined capital and surplus of such corporation or association shall be    
deemed to be its combined capital and surplus as set forth in its most recent   
report of condition so published. In case at any time the Co-Trustee shall cease
to be eligible in accordance with the provisions of this Section 8.12, the      
Co-Trustee shall resign immediately in the manner and with the effect specified 
in paragraph (h) below. The corporation or national banking association serving 
as Co-Trustee may have normal banking and trust relationships with the          
Depositor, the Sellers and the Master Servicer and their respective affiliates; 
provided that such corporation cannot be an affiliate of the Master Servicer    
other than the Trustee in its role as successor to the Master Servicer.         

         (h)  The Co-Trustee may at any time resign and be discharged from the
trusts hereby created by giving 30 days prior written notice of resignation to  
the Trustee, the Depositor and the Master Servicer. Upon such resignation the   
Trustee (x) may appoint a successor Co-Trustee meeting the requirements in      
paragraph (g) above and acceptable to the Master Servicer and the NIM Insurer   
(in their sole discretion), so long as such Co-Trustee executes and delivers to 
the other parties hereto an instrument agreeing to be bound by the provisions of
this Agreement or (y) may if permitted by the Master Servicer (in its sole      
discretion) assume the rights and duties of the resigning Co-Trustee so long as 
the Trustee executes and delivers an instrument to that effect.                 

Section 8.13  Access to Records of the Trustee.             

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

Section 8.14  Suits for Enforcement.                        

  If an Event of Default or other material default by the Master
Servicer or the Depositor under this Agreement occurs and is continuing, at the 
direction of the Certificateholders holding not less than 51% of the Voting     
Rights or the NIM Insurer, the                                                  

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Trustee shall proceed to protect and enforce its rights and the rights of the   
Certificateholders or the NIM Insurer under this Agreement by a suit, action, or
proceeding in equity or at law or otherwise, whether for the specific           
performance of any covenant or agreement contained in this Agreement or in aid  
of the execution of any power granted in this Agreement or for the enforcement  
of any other legal, equitable, or other remedy, as the Trustee, being advised by
counsel, and subject to the foregoing, shall deem most effectual to protect and 
enforce any of the rights of the Trustee, the NIM Insurer and the               
Certificateholders.                                                             

 ARTICLE IX.
 TERMINATION

   Section 9.01  Termination upon Liquidation or Repurchase of all
Mortgage Loans.                 

  Subject to Section 9.03 and Section 9.04, the Trust Fund shall
terminate and the obligations and responsibilities of the Depositor, the Master 
Servicer, the Sellers, the Trustee and the Co-Trustee created hereby with       
respect to the Trust Fund shall terminate upon the earliest of (a) the purchase 
by the Master Servicer or NIM Insurer (the party exercising such purchase       
option, the "Terminator") of all of the Mortgage Loans (and REO Properties) at a
price (the "Termination Price") equal to the sum of (i) 100% of the Stated      
Principal Balance of each Mortgage Loan (other than in respect of an REO        
Property), (ii) accrued interest thereon at the applicable Mortgage Rate (or, if
such repurchase is effected by the Master Servicer, at the applicable Net       
Mortgage Rate), (iii) the appraised value of any REO Property (up to the Stated 
Principal Balance of the related Mortgage Loan), such appraisal to be conducted 
by an appraiser mutually agreed upon by the Terminator and the Trustee, (iv) any
remaining unpaid costs and damages incurred by the Trust Fund that arises out of
an actual violation of any predatory or abusive lending law or regulation and   
(v) if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances,  
and the principal portion of any unreimbursed Advances, made on the Mortgage    
Loans prior to the exercise of such repurchase, (b) the purchase by the Winning 
Bidder of all of the Mortgage Loans (and REO Properties) after a Successful     
Auction is conducted pursuant to Section 9.04 and the related auction proceeds  
are distributed pursuant to Section 9.02(c) and (c) the later of (i) the        
maturity or other liquidation (or any Advance with respect thereto) of the last 
Mortgage Loan remaining in the Trust Fund and the disposition of all REO        
Property and (ii) the distribution to the Certificateholders of all amounts     
required to be distributed to them pursuant to this Agreement, as applicable. In
no event shall the trusts created hereby continue beyond the earlier of (i) the 
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. 
James's, living on the date hereof and (ii) the Latest Possible Maturity Date.  

         Notwithstanding anything set forth herein to the contrary (including,
without limitation, in Section 9.04), the right to purchase all Mortgage Loans  
and REO Properties by the Terminator or the Winning Bidder pursuant to clause   
(a) or clause (b) of the immediately preceding paragraph, as the case may be,   
shall be conditioned upon (1) the Stated Principal Balance of the Mortgage      
Loans, at the time of any such repurchase, aggregating ten percent (10%) or less
of the sum of the aggregate Cut-off Date Principal Balance of the Initial       
Mortgage Loans and the Pre-Funded Amount, (2) unless the NIM Insurer otherwise  
consents, the purchase price for such Mortgage Loans and REO Properties shall   
result in a final distribution on any NIM                                       

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Insurer guaranteed notes that is sufficient (x) to pay such notes in full and   
(y) to pay any amounts due and payable to the NIM Insurer pursuant to the       
indenture related to such notes and (3) only in case of a purchase by the Master
Servicer pursuant to clause (a) of the immediately preceding paragraph, the     
absence of a request for an auction, or the absence of a Successful Auction, of 
the Mortgage Loans and REO Properties pursuant to Section 9.04.                 

  The NIM Insurer's right to purchase all Mortgage Loans and REO
Properties shall be further conditioned upon the written consent of the Master  
Servicer.                                                                       

  The Swap Trust shall terminate on the earliest of (i) the Swap
Contract Termination Date, (ii) the reduction of the aggregate Certificate      
Principal Balance of the Interest-Bearing Certificates to zero and (iii) the    
termination of this Agreement.                                                  

Section 9.02  Final Distribution on the Certificates.       

(a)  Timing of Notice of Final Distribution, Auction or Optional      
Termination.                                                                    

               (1)  If on any Determination Date, the Master Servicer determines
      that there are no Outstanding Mortgage Loans and no other funds or
    assets in the Trust Fund other than the funds in the Certificate
          Account, then the Master Servicer shall direct the Trustee promptly to
 send a final distribution notice to each Certificateholder in
       accordance with Section 9.02(b). In the event such notice is given,
        the Master Servicer shall cause all funds in the Certificate Account
         to be remitted to the Trustee for deposit in the Distribution Account
      on or before the Business Day prior to the applicable Distribution
          Date, net of any amounts permitted to be withdrawn pursuant to Section
       3.08(a). Upon such final deposit with respect to the Trust Fund and
          the receipt by the Trustee of a Request for File Release therefor, the
         Co-Trustee shall promptly release to the Master Servicer the Mortgage
Files for the Mortgage Loans.                               

             (2)  If the Directing Certificateholder chooses to exercise its
          right to cause an auction pursuant to Section 9.04, then the Directing
         Certificateholder shall provide written notice to the Master Servicer
   no later than the first day of the calendar month in which such
        auction is to be conducted. If a Successful Auction is held pursuant
          to the requirements of Section 9.04, then the Trustee shall distribute
         the proceeds of the Successful Auction that have been remitted to the
       Distribution Account to the Certificateholders pursuant to Sections
       4.04 and 9.04 hereof on the Distribution Date in the calendar month
    immediately following the calendar month in which the Successful
Auction occurs.                                             

           (3)  If the Directing Certificateholder does not exercise its
         right to cause an auction pursuant to Section 9.04 and the Terminator
        (after prior written notice to the Master Servicer if the Terminator
      is the NIM Insurer) elects to terminate the Trust Fund pursuant to
         Section 9.01, then at least 20 days prior to the date notice is to be
        mailed to Certificateholders in accordance with Section 9.02(b), the
    Terminator shall notify the Depositor and the Trustee of (a) its
      election to terminate the Trust Fund, (b) the Distribution Date on
         which it intends to terminate the Trust Fund pursuant to Section 9.01
       and (c) the applicable purchase price of the Mortgage Loans and REO
Properties. In                                              

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     the event such notice is given, the Terminator shall remit to the
     Master Servicer, on or before the Business Day prior to the final
    Distribution Date, for deposit into the Certificate Account, the
       Termination Price. The Master Servicer shall cause all funds in the
    Certificate Account, including the Termination Price, net of any
        amounts permitted to be withdrawn pursuant to Section 3.08(a), to be
         remitted to the Trustee for deposit in the Distribution Account on or
      before the Business Day prior to the applicable Distribution Date.
          Upon such final deposit with respect to the Trust Fund and the receipt
         by the Trustee of a Request for File Release therefor, the Co-Trustee
        shall promptly release to the Master Servicer the Mortgage Files for
the Mortgage Loans.                                         

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

     (c)  Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class, in each case on
the final Distribution Date and in the order and priority set forth in Section  
4.04 (and with respect to the Class C Certificates after a Successful Auction,  
Sections 9.04(g) and (k)) hereof and in proportion to their respective          
Percentage Interests from the Distribution Account (and, if applicable, the     
Carryover Reserve Fund) an amount equal to (i) as to each Class of Regular      
Certificates, the Certificate Principal Balance thereof plus accrued interest   
thereon (or on its Notional Amount, if applicable) in the case of an            
interest-bearing Certificate and (ii) as to the Class A-R Certificates, the     
amount, if any, which remains on deposit in the Distribution Account (other than
the amounts retained to meet claims) after application pursuant to clause (i)   
above. Notwithstanding the reduction of the Certificate Principal Balance of any
Class of Certificates to zero, such Class will be outstanding hereunder (solely 
for the purpose of receiving distributions (if any) to which it may be entitled 
pursuant to the terms of this Agreement and not for any other purpose) until the
termination of the respective obligations and responsibilities of the Depositor,
each Seller, the Master Servicer and the Trustee hereunder in accordance with   
Article IX.                                                                     

    (d)  In the event that any affected Certificateholders shall not surrender
their respective Certificates for cancellation within six months after the date 
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their           
Certificates for cancellation and receive the final distribution with respect   
thereto. If within six months after the second notice all the applicable        
Certificates shall not have been surrendered for cancellation, the Trustee may  
take appropriate steps, or may                                                  

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appoint an agent to take appropriate steps, to contact the remaining            
Certificateholders concerning surrender of their Certificates, and the cost     
thereof shall be paid out of the funds and other assets that remain a part of   
the Trust Fund. If within one year after the second notice all Certificates     
shall not have been surrendered for cancellation, the Class A-R Certificates    
shall be entitled to all unclaimed funds and other assets of the Trust Fund that
remain subject to this Agreement.                                               

Section 9.03  Additional Termination Requirements.          

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

           (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  
and at least one such bid is at least equal to the Acceptable Bid Amount. In the
event the auction is not a Successful Auction, the Trustee may repeat this      
process periodically thereafter as directed by the Directing Certificateholder  
until a Successful Auction is conducted or the Terminator purchases all of the  
Mortgage Loans and REO Properties pursuant to Section 9.01. The Trustee shall be
reimbursed for its reasonable costs, including expenses associated with engaging
any financial advisor, from the Directing Certificateholder if the auction is   
not a Successful Auction, and, if the auction is a Successful Auction, from the 
proceeds of the auction before the proceeds are distributed to                  
Certificateholders.                                                             

         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, then the Trustee shall promptly convey to the Winning Bidder the
Mortgage Loans and REO Properties owned by the Trust Fund. The Master Servicer  
shall take all reasonable actions requested by the Trustee to effect such       
conveyance, including remitting to the Distribution Account from the Certificate
Account, on the Business Day prior to the Distribution Date on which final      
distribution on the Certificates is required to be paid under this Agreement,   
all amounts on deposit in the Certificate Account, net of any amounts permitted 
to be withdrawn pursuant to Section 3.08(a) and amounts owing to the Trustee in 
reimbursement of its reasonable costs, including expenses associated with       
engaging any financial advisor, incurred in connection with the auction process.
Such amounts owed to the Trustee shall be withdrawn from the Certificate Account
by the Master Servicer and paid to the Trustee.                                 

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       (g)  Any amount paid by the Winning Bidder in excess of the Minimum
Auction Amount shall be distributed by the Trustee pro rata to the Class C      
Certificates on the Distribution Date on which the final distribution on the    
Certificates is made.                                                           

        (h)  In the event of a Successful Auction and to the extent the Swap
Contract is still outstanding, the Directing Certificateholder shall either:    

     (1)  if any Swap Termination Payment would be payable by the Swap
   Contract Administrator to the Swap Counterparty were the Swap Contract to
 be terminated following final distribution on the Certificates, either:

       (A)  pay to the Swap Contract Administrator any such Swap
Termination Payment; or                                     

            (B)  accept assignment of the Swap Contract to the extent that
         the Directing Certificateholder is an acceptable counterparty for the
Swap Counterparty;                                          

     (2)  if any Swap Termination Payment would be payable by the Swap
   Counterparty to the Swap Contract Administrator were the Swap Contract to
be terminated following final distribution on the Certificates, either

              (A)  (i) if the Directing Certificateholder does not own 100% of
       the Class C Certificates, accept assignment of the Swap Contract to
    the extent that the Directing Certificateholder is an acceptable
       counterparty for the Swap Counterparty and pay to the Swap Contract
        Administrator the Swap Termination Payment that would be owed to the
   Swap Contact Administrator by the Swap Counterparty if the Swap
         Contract were terminated by the Swap Contract Administrator following
distribution on the Certificates or (ii) if the Directing   
   Certificateholder owns 100% of the Class C Certificates, accept
    assignment of the Swap Contract to the extent that the Directing
Certificateholder is an acceptable counterparty for the Swap
Counterparty; or                                            

              (B)  instruct the Swap Contract Administrator to accept from the
        Swap Counterparty any Swap Termination Payment that would be owed to
the Swap Contract Administrator.                            

        (i)  Any amounts paid to the Swap Contract Administrator pursuant to
subsection (h)(2) above shall be distributed to the Class C Certificates, pro   
rata, based on entitlement, by the Swap Contract Administrator.                 

    (j)  The Master Servicer may purchase the Mortgage Loans and REO
Properties owned by the Trust Fund for its own account pursuant to Section 9.01 
or consent to the NIM Insurer's purchase of the Mortgage Loans and REO          
Properties owned by the Trust Fund pursuant to Section 9.01 only if (1) the     
Directing Certificateholder chooses not to request an auction as described above
or if the immediately preceding auction is unsuccessful or (2) the Master       
Servicer notifies the Directing Certificateholder no later than 30 days prior to
the date on which the Master Servicer or the NIM Insurer, as applicable, intends
to effect the purchase of the                                                   

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Mortgage Loans and REO Properties owned by the Trust Fund and the Directing     
Certificateholder does not direct the Trustee to conduct an auction prior to the
end of that 30-day period.                                                      

       (k)  If the Directing Certificateholder pays any Auction Supplement
Amount pursuant to Section 9.04(c) or any Swap Termination Payment pursuant to  
Section 9.04(h)(1)(A), on the final Distribution Date any amounts to be         
distributed to the Class C Certificates pursuant to Section 4.02 will be        
distributed as follows, first to the Directing Certificateholder, in an amount  
up to the sum of such Auction Supplement Amount and such Swap Termination       
Payment and second to the Class C Certificates, pro rata. For federal income tax
purposes, such Auction Supplement Amount and such Swap Termination Payment so   
distributed shall be deemed paid pro rata to the Class C Certificates, and the  
portion of such amounts deemed distributed to holders of the Class C            
Certificates other than the Directing Certificateholder shall be deemed paid    
from such other holders to the Directing Certificateholder.                     

ARTICLE X.

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.                                    

         This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Sellers, the Trustee and the Co-Trustee with the consent of
the NIM Insurer, without the consent of any of the Certificateholders (i) to    
cure any ambiguity, (ii) to correct or supplement any provisions herein, (iii)  
to conform this Agreement to the Prospectus Supplement or the Prospectus, (iv)  
to modify, alter, amend, add to or rescind any of the terms or provisions       
contained in this Agreement to comply with any rules or regulations promulgated 
by the Securities and Exchange Commission from time to time, or (v) to make such
other provisions with respect to matters or questions arising under this        
Agreement, as shall not be inconsistent with any other provisions herein if such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder; provided that any such 
amendment shall be deemed not to adversely affect in any material respect the   
interests of the Certificateholders and no such Opinion of Counsel shall be     
required if the Person requesting such amendment obtains a letter from each     
Rating Agency stating that such amendment would not result in the downgrading or
withdrawal of the respective ratings then assigned to the Certificates, it being
understood and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a  
determination only as to the credit issues affecting any such rating. Any       
amendment described above made solely to conform this Agreement to the          
Prospectus or the Prospectus Supplement shall be deemed not to adversely affect 
in any material respect the interests of the Certificateholders. Notwithstanding
the foregoing, no amendment that significantly changes the permitted activities 
of the trust created by this Agreement may be made without the consent of       
Certificateholders representing not less than 51% of the Voting Rights of each  
Class of Certificates affected by such amendment. Each party to this Agreement  
hereby agrees that it will cooperate with each other party in amending this     
Agreement pursuant to clause (iv) above.                                        

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

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

          Notwithstanding any contrary provision of this Agreement, no amendment
shall adversely affect in any material respect the Swap Counterparty without at 
least ten Business Days' prior notice to the Swap Counterparty and without the  
prior written consent of the Swap Counterparty, which consent shall not be      
unreasonably withheld. CHL shall provide the Swap Counterparty with prior       
written notice of any proposed material amendment of this Agreement.            

         Notwithstanding any contrary provision of this Agreement, the Trustee
and the NIM Insurer shall not consent to any amendment to this Agreement unless 
each shall have first received an Opinion of Counsel satisfactory to the Trustee
and the NIM Insurer, which opinion shall be an expense of the party requesting  
such amendment but in any case shall not be an expense of the Trustee or the NIM
Insurer, to the effect that such amendment will not cause the imposition of any 
tax on the Trust Fund or the Certificateholders or cause any REMIC formed       
hereunder to fail to qualify as a REMIC at any time that any Certificates are   
outstanding.                                                                    

        Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance of such amendment to
the Swap Counterparty, to each Certificateholder (if the consent of             
Certificateholders is required) and each Rating Agency.                         

         It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it   
shall be sufficient if such consent                                             

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shall approve the substance thereof. The manner of obtaining such consents and  
of evidencing the authorization of the execution thereof by Certificateholders  
shall be subject to such reasonable regulations as the Trustee may prescribe.   

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

Section 10.02 Recordation of Agreement; Counterparts.       

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

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

Section 10.03 Governing Law.                                

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

Section 10.04 Intention of Parties.                         

(a)  It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title    
insurance policies and any modifications, extensions and/or assumption          
agreements and private mortgage insurance policies relating to the Mortgage     
Loans by the Depositor to the Trustee be, and be construed as, an absolute sale 
thereof to the Trustee. It is, further, not the intention of the parties that   
such conveyance be deemed a pledge thereof by the Depositor to the Trustee.     
However, in the event 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                             

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Trustee, for the benefit of the Certificateholders and the Swap Counterparty, of
a security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.                                                

    The Depositor for the benefit of the Certificateholders, the NIM
Insurer and the Swap Counterparty shall, to the extent consistent with this     
Agreement, take such actions as may be necessary to ensure that, if this        
Agreement were deemed to create a security interest in the assets of the Trust  
Fund, such security interest would be deemed to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of the Agreement. The Depositor shall arrange for filing any Uniform   
Commercial Code continuation statements in connection with any security interest
granted or assigned to the Trustee for the benefit of the Certificateholders and
the Swap Counterparty.                                                          

(b)  The Depositor hereby represents that:                  

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

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

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

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

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

          (vi) Other than the security interest granted to the Trustee
        pursuant to this Agreement, the Depositor has not pledged, assigned,
          sold, granted a security interest in, or otherwise conveyed any of the
         Mortgage Loans. The Depositor has not authorized the filing of and is
    not aware of any financing statements against the Depositor that
         include a description of collateral covering the Mortgage Loans other
          than any financing statement relating to the security interest granted
          to the Trustee hereunder or that has been terminated. The Depositor is
        not aware of any judgment or tax lien filings against the Depositor.

    (c)  The Master Servicer shall take such action as is reasonably
necessary to maintain the perfection and priority of the security interest of   
the Trustee in the Mortgage Loans; provided, however, that the obligation to    
deliver the Mortgage File to the Co-Trustee pursuant to                         

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

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

Section 10.05 Notices.                                      

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

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

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

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

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

(5)  The final payment to Certificateholders.     

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

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

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

               (3)  Each annual independent public accountants' servicing report
described in Section 11.07.                                           

          (c)  All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when sent by facsimile transmission,
first class mail or delivered to (i) in the case of the Depositor, CWABS, Inc., 
4500 Park Granada, Calabasas, California 91302, facsimile number: (818)         
225-4016, 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                   

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Granada, Calabasas, California 91302, facsimile number (818) 225-4028,          
Attention: Paul Liu, or such other address as may be hereafter furnished to the 
Depositor, the Master Servicer and the Trustee by the Sellers in writing; (iv)  
in the case of Park Sienna, Park Sienna LLC, 4500 Park Granada, Calabasas,      
California 91302, facsimile number (818) 225-4028, Attention: Paul Liu, or such 
other address as may be hereafter furnished to the Depositor, the Master        
Servicer and the Trustee by the Sellers in writing; (v) in the case of the      
Master Servicer, Countrywide Home Loans Servicing LP, 7105 Corporate Drive,     
Plano, Texas 75024, facsimile number (805) 520-5623, Attention: Mark Wong or    
such other address as may be hereafter furnished to the Depositor, the Sellers  
and the Trustee by the Master Servicer in writing; (vi) in the case of the      
Trustee, The Bank of New York, 101 Barclay Street, New York, New York 10286,    
Attention: Corporate Trust MBS Administration, CWABS, Series 2006-26, or such   
other address as the Trustee may hereafter furnish to the parties hereto; (vii) 
in the case of the Co-Trustee, The Bank of New York Trust Company, N.A., 5730   
Katella Avenue, Cypress, California 90630, Attention: MBS Support Services, or  
such other address as the Co-Trustee may hereafter furnish to the Depositor, the
Master Servicer and the Trustee; (viii) in the case of the Rating Agencies, (x) 
Moody's Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church
Street, Sixth Floor, New York, New York 10007, and (y) Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Attention: Mortgage          
Surveillance Group, 55 Water Street, 41st Floor, New York, New York 10041; and  
(viii) in the case of the Swap Counterparty, Lehman Brothers Special Financing  
Inc., Attention: Documentation Manager, Facsimile: (212) 526-7672 Telephone:    
(212) 526-7187, or such other address as may be hereafter furnished by the Swap 
Counterparty. Notices to Certificateholders shall be deemed given when mailed,  
first postage prepaid, to their respective addresses appearing in the           
Certificate Register.                                                           

Section 10.06 Severability of Provisions.                   

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

Section 10.07 Assignment.                                   

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

Section 10.08 Limitation on Rights of Certificateholders.   

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

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         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 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.      

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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 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.                                      

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        (e)  Anything in this Agreement that is conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned to the            
Certificates by the Rating Agencies shall also be conditioned on not resulting  
in the downgrading or withdrawal of the ratings then assigned by the Rating     
Agencies to the notes backed or secured by the Class C or Class P Certificates  
(without giving effect to any policy or guaranty provided by the NIM Insurer).  

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 ARTICLE XI.
EXCHANGE ACT REPORTING

Section 11.01 Filing Obligations.                           

     The Master Servicer, the Trustee and each Seller shall reasonably
cooperate with the Depositor in connection with the satisfaction of the         
Depositor's reporting requirements under the Exchange Act with respect to the   
Trust Fund. In addition to the information specified below, if so requested by  
the Depositor for the purpose of satisfying its reporting obligation under the  
Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the   
Master Servicer shall cause each Subservicer to) provide the Depositor with (a) 
such information which is available to such Person without unreasonable effort  
or expense and within such timeframe as may be reasonably requested by the      
Depositor to comply with the Depositor's reporting obligations under the        
Exchange Act and (b) to the extent such Person is a party (and the Depositor is 
not a party) to any agreement or amendment required to be filed, copies of such 
agreement or amendment in EDGAR-compatible form.                                

Section 11.02 Form 10-D Filings.                            

       (a)  In accordance with the Exchange Act, the Trustee shall prepare
for filing and file within 15 days after each Distribution Date (subject to     
permitted extensions under the Exchange Act) with the Commission with respect to
the Trust Fund, a Form 10-D with copies of the Monthly Statement and, to the    
extent delivered to the Trustee, no later than 10 days following the            
Distribution Date, such other information identified by the Depositor or the    
Master Servicer, in writing, to be filed with the Commission (such other        
information, the "Additional Designated Information"). If the Depositor or      
Master Servicer directs that any Additional Designated Information is to be     
filed with any Form 10-D, the Depositor or Master Servicer, as the case may be, 
shall specify the Item on Form 10-D to which such information is responsive and,
with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any   
information to be filed on Form 10-D shall be delivered to the Trustee in       
EDGAR-compatible form or as otherwise agreed upon by the Trustee and the        
Depositor or the Master Servicer, as the case may be, at the Depositor's        
expense, and any necessary conversion to EDGAR-compatible format will be at the 
Depositor's expense. At the reasonable request of, and in accordance with the   
reasonable directions of, the Depositor or the Master Servicer, subject to the  
two preceding sentences, the Trustee shall prepare for filing and file an       
amendment to any Form 10-D previously filed with the Commission with respect to 
the Trust Fund. The Master Servicer shall sign the Form 10-D filed on behalf of 
the Trust Fund.                                                                 

          (b)  No later than each Distribution Date, each of the Master Servicer
and the Trustee shall notify (and the Master Servicer shall cause any           
Subservicer to notify) the Depositor and the Master Servicer of any Form 10-D   
Disclosure Item, together with a description of any such Form 10-D Disclosure   
Item in form and substance reasonably acceptable to the Depositor. In addition  
to such information as the Master Servicer and the Trustee are obligated to     
provide pursuant to other provisions of this Agreement, if so requested by the  
Depositor, each of the Master Servicer and the Trustee shall provide such       
information which is available to the Master Servicer and the Trustee, as       
applicable, without unreasonable effort or expense regarding the performance or 
servicing of the Mortgage Loans (in the case of the Trustee, based on the       

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information provided by the Master Servicer) as is reasonably required to       
facilitate preparation of distribution reports in accordance with Item 1121 of  
Regulation AB. Such information shall be provided concurrently with the         
Remittance Reports in the case of the Master Servicer and the Monthly Statement 
in the case of the Trustee, commencing with the first such report due not less  
than five Business Days following such request.                                 

        (c)  The Trustee shall not have any responsibility to file any items
(other than those generated by it) that have not been received in a format      
suitable (or readily convertible into a format suitable) for electronic filing  
via the EDGAR system and shall not have any responsibility to convert any such  
items to such format (other than those items generated by it or that are readily
convertible to such format). The Trustee shall have no liability to the         
Certificateholders, the Trust Fund, the Master Servicer, the Depositor or the   
NIM Insurer with respect to any failure to properly prepare or file any of Form 
10-D to the extent that such failure is not the result of any negligence, bad   
faith or willful misconduct on its part.                                        

Section 11.03 Form 8-K Filings.                             

          The Master Servicer shall prepare and file on behalf of the Trust Fund
any Form 8-K required by the Exchange Act. Each Form 8-K must be signed by the  
Master Servicer. Each of the Master Servicer (and the Master Servicer shall     
cause any Subservicer to promptly notify) and the Trustee shall promptly notify 
the Depositor and the Master Servicer (if the notifying party is not the Master 
Servicer), but in no event later than one (1) Business Day after its occurrence,
of any Reportable Event of which it has actual knowledge. Each Person shall be  
deemed to have actual knowledge of any such event to the extent that it relates 
to such Person or any action or failure to act by such Person. Concurrently with
any Subsequent Transfer, CHL shall notify the Depositor and the Master Servicer,
if any material pool characteristic of the actual asset pool at the time of     
issuance of the Certificates differs by 5% or more (other than as a result of   
the pool assets converting into cash in accordance with their terms) from the   
description of the asset pool in the Prospectus Supplement.                     

Section 11.04 Form 10-K Filings.                            

         Prior to March 30th of each year, commencing in 2007 (or such earlier
date as may be required by the Exchange Act), the Depositor shall prepare and   
file on behalf of the Trust Fund a Form 10-K, in form and substance as required 
by the Exchange Act. A senior officer in charge of the servicing function of the
Master Servicer shall sign each Form 10-K filed on behalf of the Trust Fund.    
Such Form 10-K shall include as exhibits each (i) annual compliance statement   
described under Section 3.17, (ii) annual report on assessments of compliance   
with servicing criteria described under Section 11.07 and (iii) accountant's    
report described under Section 11.07. Each Form 10-K shall also include any     
Sarbanes-Oxley Certification required to be included therewith, as described in 
Section 11.05.                                                                  

       If the Item 1119 Parties listed on Exhibit Z have changed since the
Closing Date, no later than March 1 of each year, the Master Servicer shall     
provide each of the Master Servicer (and the Master Servicer shall provide any  
Subservicer) and the Trustee with an updated Exhibit Z setting forth the Item   
1119 Parties. No later than March 15 of each year, commencing in 2007, the      
Master Servicer and the Trustee shall notify (and the Master Servicer shall     
cause any                                                                       

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Subservicer to notify) the Depositor and the Master Servicer of any Form 10-K   
Disclosure Item, together with a description of any such Form 10-K Disclosure   
Item in form and substance reasonably acceptable to the Depositor. Additionally,
each of the Master Servicer and the Trustee shall provide, and shall cause each 
Reporting Subcontractor retained by the Master Servicer or the Trustee, as      
applicable, and in the case of the Master Servicer shall cause each Subservicer,
to provide, the following information no later than March 15 of each year in    
which a Form 10-K is required to be filed on behalf of the Trust Fund: (i) if   
such Person's report on assessment of compliance with servicing criteria        
described under Section 11.07 or related registered public accounting firm      
attestation report described under Section 11.07 identifies any material        
instance of noncompliance, notification of such instance of noncompliance and   
(ii) if any such Person's report on assessment of compliance with servicing     
criteria or related registered public accounting firm attestation report is not 
provided to be filed as an exhibit to such Form 10-K, information detailing the 
explanation why such report is not included.                                    

Section 11.05 Sarbanes-Oxley Certification.                 

     Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and the rules and    
regulations of the Commission promulgated thereunder (including any             
interpretations thereof by the Commission's staff)). No later than March 15 of  
each year, beginning in 2007, the Master Servicer and the Trustee shall (unless 
such person is the Certifying Person), and the Master Servicer shall cause each 
Subservicer and each Reporting Subcontractor and the Trustee shall cause each   
Reporting Subcontractor to, provide to the Person who signs the Sarbanes-Oxley  
Certification (the "Certifying Person") a certification (each, a "Performance   
Certification"), in the form attached hereto as Exhibit X-1 (in the case of a   
Subservicer or any Reporting Subcontractor of the Master Servicer or a          
Subservicer) and Exhibit X-2 (in the case of the Trustee or any Reporting       
Subcontractor of the Trustee), on which the Certifying Person, the entity for   
which the Certifying Person acts as an officer, and such entity's officers,     
directors and Affiliates (collectively with the Certifying Person,              
"Certification Parties") can reasonably rely. The senior officer in charge of   
the servicing function of the Master Servicer shall serve as the Certifying     
Person on behalf of the Trust Fund. Neither the Master Servicer nor the         
Depositor will request delivery of a certification under this clause unless the 
Depositor is required under the Exchange Act to file an annual report on Form   
10-K with respect to the Trust Fund. In the event that prior to the filing date 
of the Form 10-K in March of each year, the Trustee or the Depositor has actual 
knowledge of information material to the Sarbanes-Oxley Certification, the      
Trustee or the Depositor, as the case may be, shall promptly notify the Master  
Servicer and the Depositor. The respective parties hereto agree to cooperate    
with all reasonable requests made by any Certifying Person or Certification     
Party in connection with such Person's attempt to conduct any due diligence that
such Person reasonably believes to be appropriate in order to allow it to       
deliver any Sarbanes-Oxley Certification or portion thereof with respect to the 
Trust Fund.                                                                     

Section 11.06 Form 15 Filing.                               

        Prior to January 30 of the first year in which the Depositor is able
to do so under applicable law, the Depositor shall file a Form 15 relating to   
the automatic suspension of reporting in respect of the Trust Fund under the    
Exchange Act.                                                                   

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     Section 11.07 Report on Assessment of Compliance and Attestation.

         (a)  On or before March 15 of each calendar year, commencing in 2007:

               (1)  Each of the Master Servicer and the Trustee shall deliver to
the Depositor and the Master Servicer a report (in form and substance 
   reasonably satisfactory to the Depositor) regarding the Master Servicer's
or the Trustee's, as applicable, assessment of compliance with the    
Servicing Criteria during the immediately preceding calendar year, as 
     required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
     Regulation AB. Such report shall be signed by an authorized officer of such
Person and shall address each of the Servicing Criteria specified on a
  certification substantially in the form of Exhibit Y hereto delivered to
 the Depositor concurrently with the execution of this Agreement. To the
 extent any of the Servicing Criteria are not applicable to such Person,
with respect to asset-backed securities transactions taken as a whole 
  involving such Person and that are backed by the same asset type backing
the Certificates, such report shall include such a statement to that  
     effect. The Depositor and the Master Servicer, and each of their respective
officers and directors shall be entitled to rely on upon each such    
servicing criteria assessment.                                        

               (2)  Each of the Master Servicer and the Trustee shall deliver to
the Depositor and the Master Servicer a report of a registered public 
     accounting firm reasonably acceptable to the Depositor that attests to, and
 reports on, the assessment of compliance made by Master Servicer or the
     Trustee, as applicable, and delivered pursuant to the preceding paragraphs.
     Such attestation shall be in accordance with Rules 1-02(a)(3)and 2-02(g) of
  Regulation S-X under the Securities Act and the Exchange Act, including,
without limitation that in the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such 
  report why it was unable to express such an opinion. Such report must be
   available for general use and not contain restricted use language. To the
 extent any of the Servicing Criteria are not applicable to such Person,
with respect to asset-backed securities transactions taken as a whole 
  involving such Person and that are backed by the same asset type backing
the Certificates, such report shall include such a statement that that
effect.                                                               

            (3)  The Master Servicer shall cause each Subservicer and each
Reporting Subcontractor to deliver to the Depositor an assessment of  
    compliance and accountant's attestation as and when provided in paragraphs
(a) and (b) of this Section 11.07.                                    

          (4)  The Trustee shall cause each Reporting Subcontractor to
deliver to the Depositor and the Master Servicer an assessment of     
    compliance and accountant's attestation as and when provided in paragraphs
(a) and (b) of this Section.                                          

             (5)  The Master Servicer and the Trustee shall execute (and the
 Master Servicer shall cause each Subservicer to execute, and the Master
Servicer and the Trustee shall cause each Reporting Subcontractor to  
     execute) a reliance certificate to enable the Certification Parties to rely
upon each (i) annual compliance statement provided pursuant to Section
3.17, (ii) annual report on assessments of compliance with servicing  
criteria                                                              

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provided pursuant to this Section 11.07 and (iii) accountant's report 
   provided pursuant to this Section 11.07 and shall include a certification
that each such annual compliance statement or report discloses any    
    deficiencies or defaults described to the registered public accountants of
    such Person to enable such accountants to render the certificates provided
for in this Section 11.07.                                            

          (b)  In the event the Master Servicer, any Subservicer, the Trustee or
Reporting Subcontractor is terminated or resigns during the term of this        
Agreement, such Person shall provide documents and information required by this 
Section 11.07 with respect to the period of time it was subject to this         
Agreement or provided services with respect to the Trust Fund, the Certificates 
or the Mortgage Loans.                                                          

         (c)  Each assessment of compliance provided by a Subservicer pursuant
to Section 11.07(a)(3)shall address each of the Servicing Criteria specified on 
a certification substantially in the form of Exhibit Y hereto delivered to the  
Depositor concurrently with the execution of this Agreement or, in the case of a
Subservicer subsequently appointed as such, on or prior to the date of such     
appointment. An assessment of compliance provided by a Subcontractor pursuant to
Section 11.07(a)(3)or (4) need not address any elements of the Servicing        
Criteria other than those specified by the Master Servicer or the Trustee, as   
applicable, pursuant to Section 11.07(a)(1).                                    

Section 11.08 Use of Subservicers and Subcontractors.       

    (a)  The Master Servicer shall cause any Subservicer used by the
Master Servicer (or by any Subservicer) for the benefit of the Depositor to     
comply with the provisions of Section 3.17 and this Article XI to the same      
extent as if such Subservicer were the Master Servicer (except with respect to  
the Master Servicer's duties with respect to preparing and filing any Exchange  
Act Reports or as the Certifying Person). The Master Servicer shall be          
responsible for obtaining from each Subservicer and delivering to the Depositor 
any servicer compliance statement required to be delivered by such Subservicer  
under Section 3.17, any assessment of compliance and attestation required to be 
delivered by such Subservicer under Section 11.07 and any certification required
to be delivered to the Certifying Person under Section 11.05 as and when        
required to be delivered. As a condition to the succession to any Subservicer as
subservicer under this Agreement by any Person (i) into which such Subservicer  
may be merged or consolidated, or (ii) which may be appointed as a successor to 
any Subservicer, the Master Servicer shall provide to the Depositor, at least 15
calendar days prior to the effective date of such succession or appointment, (x)
written notice to the Depositor of such succession or appointment and (y) in    
writing and in form and substance reasonably satisfactory to the Depositor, all 
information reasonably requested by the Depositor in order to comply with its   
reporting obligation under Item 6.02 of Form 8-K.                               

(b)  It shall not be necessary for the Master Servicer, any 
Subservicer or the Trustee to seek the consent of the Depositor or any other    
party hereto 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                                            

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Servicer, any Subservicer), specifying (i) the identity of each such            
Subcontractor, (ii) which (if any) of such Subcontractors are "participating in 
the servicing function" within the meaning of Item 1122 of Regulation AB, and   
(iii) which elements of the Servicing Criteria will be addressed in assessments 
of compliance provided by each Subcontractor identified pursuant to clause (ii) 
of this paragraph.                                                              

        As a condition to the utilization of any Subcontractor determined to
be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable,
shall cause any such Subcontractor used by such Person (or in the case of the   
Master Servicer, any Subservicer) for the benefit of the Depositor to comply    
with the provisions of Sections 11.07 and 11.09 of this Agreement to the same   
extent as if such Subcontractor were the Master Servicer (except with respect to
the Master Servicer's duties with respect to preparing and filing any Exchange  
Act Reports or as the Certifying Person) or the Trustee, as applicable. The     
Master Servicer or the Trustee, as applicable, shall be responsible for         
obtaining from each Subcontractor and delivering to the Depositor and the Master
Servicer, any assessment of compliance and attestation required to be delivered 
by such Subcontractor under Section 11.05 and Section 11.07, in each case as and
when required to be delivered.                                                  

Section 11.09 Amendments.                                   

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

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

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.                                          

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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: 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: Vice President

                PARK SIENNA LLC,
                 as a Seller

                       By:    /s/ Darren Bigby
                           -------------------
                           Name:  Darren Bigby
                                       Title: Assistant 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: Senior Vice President

                     THE BANK OF NEW YORK,
                as Trustee

                          By:    /s/ Michelle Penson
                              ----------------------
                              Name:  Michelle Penson
                             Title: Vice President

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

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

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

                           By:    /s/ Ernest Ulate Jr.
                               -----------------------
                               Name:  Ernest Ulate Jr.
                             Title: Vice President

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

         On this 29th day of December, 2006, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be an 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 December, 2006, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be a Senior Vice President of Countrywide GP, Inc., the
parent company of Countrywide Home Loans Servicing LP, one of the organizations 
that executed the within instrument, and also known to me to be the person who  
executed it on behalf of such limited partnership and acknowledged to me that   
such limited partnership executed the within instrument.                        

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

                 /s/ Glenda Daniel
                                    --------------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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

         On this 29th day of December, 2006, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be a Vice President of CWABS, Inc., one of the         
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation and acknowledged to me that
such corporation executed the within instrument.                                

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

                 /s/ Glenda Daniel
                                    --------------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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

         On this 29th day of December, 2006, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be a Vice President of Park Monaco Inc., one of the    
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation and acknowledged to me that
such corporation executed the within instrument.                                

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

                 /s/ Glenda Daniel
                                    --------------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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

         On this 29th day of December, 2006, before me, a notary public in and
for said State, appeared Darren Bigby, personally known to me on the basis of   
satisfactory evidence to be an Assistant Vice President of Park Sienna LLC, one 
of the entities that executed the within instrument, and also known to me to be 
the person who executed it on behalf of such entity and acknowledged to me that 
such entity executed the within instrument.                                     

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

                 /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 December, 2006 before me, a notary public in and
for said State, appeared Michelle Penson, personally known to me on the basis of
satisfactory evidence to be a Vice President of The Bank of New York, a New York
banking corporation that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to
me that such corporation executed the within instrument.                        

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

                  /s/ Joanna Ferreri
                                    --------------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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STATE OF NEW YORK                           )                                   
                 )    ss.:
COUNTY OF NEW YORK                          )                                   

        On this 29th day of December, 2006 before me, a notary public in and
for said State, appeared Paul Connolly, personally known to me on the basis of  
satisfactory evidence to be a Vice President of The Bank of New York, a New York
banking corporation that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to
me that such corporation executed the within instrument.                        

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

                  /s/ Joanna Ferreri
                                    --------------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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

         On this 29th day of December, 2006, before me, a notary public in and
for said State, appeared Ernest Ulate Jr., personally known to me on the basis  
of satisfactory evidence to be a Vice President of The Bank of New York Trust   
Company, N.A., one of the corporations that executed the within instrument, and 
also known to me to be the person who executed it on behalf of such corporation 
and acknowledged to me that such corporation executed the within instrument.    

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

                                 /s/  Nathan Harvey Reddicks Jr.
                                    --------------------------------------------
                                   Notary Public

[Notarial Seal]                                                                 

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                                                                    Exhibits A-1
                                                                    through A-15

[Exhibits A-1 through A-15 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 2006-26        
-----------------------------------------------   

Gentlemen:                                                                      

          In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Pooling and Servicing Agreement") among      
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park      
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans  
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of  
New York Trust Company, N.A., as Co-Trustee, the undersigned, as Trustee, hereby
certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule   
(other than any Mortgage Loan paid in full or listed in the attached list of    
exceptions) the Co-Trustee has received:                                        

    (i)  the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of ______________,  
without recourse", or, if the original Mortgage Note has been lost or destroyed 
and not replaced, an original lost note affidavit, stating that the original    
Mortgage Note was lost or destroyed, together with a copy of the related        
Mortgage Note; and                                                              

     (ii) a duly executed assignment of the Mortgage or a copy of such
assignment, in either case in the form permitted by Section 2.01 of the Pooling 
and Servicing Agreement.                                                        

    Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

    The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans          
identified on the Mortgage Loan Schedule or (ii) the collectibility,            
insurability, effectiveness or suitability of any such 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 G-2

FORM OF INTERIM CERTIFICATION OF TRUSTEE

[Date]

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:  CWABS Asset-Backed Certificates, Series 2006-26        
-----------------------------------------------   

Gentlemen:                                                                      

          In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Pooling and Servicing Agreement") among      
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park      
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans  
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of  
New York Trust Company, N.A., as Co-Trustee, the undersigned hereby certifies   
that [, with respect to the Subsequent Mortgage Loans delivered in connection   
with the Subsequent Transfer Agreement, dated as of __________ (the "Subsequent 
Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans,   
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, 
and The Bank of New York, as Trustee], except as listed in the following        
paragraph, as to each [Initial Mortgage Loan][Subsequent Mortgage Loan] listed  
in the [Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage
Loan Schedule] (other than any [Mortgage Loan][Loan Number and Borrower         
Identification Mortgage Loan Schedule] paid in full or listed on the attached   
list of exceptions) the Co-Trustee has received:                                

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

        (ii) 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                                 

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Mortgage Loan] [Subsequent Mortgage Loan] and language indicating that the      
[Initial Mortgage Loan] [Subsequent Mortgage Loan] is a MOM Loan if the [Initial
Mortgage Loan] [Subsequent Mortgage Loan] is a MOM Loan, with evidence of       
recording indicated thereon, or a copy of the Mortgage certified by the public  
recording office in which such Mortgage has been recorded;                      

         (iii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the       
Mortgage to "Asset-Backed Certificates, Series 2006-26, CWABS, Inc., by The Bank
of New York, a New York banking corporation, as trustee under the Pooling and   
Servicing Agreement dated as of December 1, 2006, without recourse" or a copy of
such assignment, with recording information, or, in the case of each [Initial   
Mortgage Loan][Subsequent Mortgage Loan] with respect to property located in the
State of California that is not a MERS Mortgage Loan, a duly executed assignment
of the Mortgage in blank (each such assignment, when duly and validly completed,
to be in recordable form and sufficient to effect the assignment of and transfer
to the assignee thereof, under the Mortgage to which such assignment relates);  

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

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

      (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and all
riders thereto or, in the event such original title policy has not been received
from the insurer, any one of an original title binder, an original preliminary  
title report or an original title commitment, or a copy thereof certified by the
title company, with the original policy of title insurance to be delivered      
within one year of the Closing Date.                                            

In the event that in connection with any [Initial Mortgage  
Loan][Subsequent Mortgage Loan] that is not a MERS Mortgage Loan the applicable 
Seller cannot deliver the original recorded Mortgage or all interim recorded    
assignments of the Mortgage satisfying the requirements of clause (ii), (iii) or
(iv), as applicable, the Trustee has received, in lieu thereof, a true and      
complete copy of such Mortgage and/or such assignment or assignments of the     
Mortgage, as applicable, each certified by the applicable Seller, the applicable
title company, escrow agent or attorney, or the originator of such [Initial     
Mortgage Loan][Subsequent Mortgage Loan], as the case may be, to be a true and  
complete copy of the original Mortgage or assignment of Mortgage submitted for  
recording.                                                                      

    Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such  
[Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii) the information set 
forth in items (i), (iv), (v), (vi), (viii), (ix) and (xv) of the definition of 
the "Mortgage Loan Schedule" in Section 1.01 of the Pooling and Servicing       
Agreement accurately reflects information set forth in the Mortgage File.       

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    The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage       
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan              
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or    
(ii) the collectibility, insurability, effectiveness or suitability of any such 
Mortgage Loan.                                                                  

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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 G-3

FORM OF DELAY DELIVERY CERTIFICATION

[Date]

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:  CWABS Asset-Backed Certificates, Series 2006-26        
-----------------------------------------------   

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 December 1, 2006
(the "Pooling and Servicing Agreement") among CWABS, Inc., as Depositor,        
Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park  
Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master         
Servicer, the undersigned, as Trustee, and The Bank of New York Trust Company,  
N.A., as Co-Trustee.] The undersigned hereby certifies that [, with respect to  
the Subsequent Mortgage Loans delivered in connection with the Subsequent       
Transfer Agreement, dated as of __________ (the "Subsequent Transfer Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, and The Bank of New     
York, as Trustee,] as to each Delay Delivery Mortgage Loan listed on the        
Schedule A attached hereto (other than any [Initial Mortgage Loan][Subsequent   
Mortgage Loan] paid in full or listed on Schedule B attached hereto) it has     
received:                                                                       

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

        (2)  in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the       
Mortgage to "Asset-Backed Certificates, Series 2006-26, CWABS, Inc., by The Bank
of New York, a New York banking corporation, as trustee under the Pooling and   
Servicing Agreement dated as of December 1, 2006, without recourse" or a copy of
such assignment, with recording information,                                    

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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).                           

    Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

    The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage       
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan              
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or    
(ii) the collectibility, insurability, effectiveness or suitability of any such 
[Initial Mortgage Loan][Subsequent Mortgage Loan].                              

       Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.               

                     The Bank of New York,
              as Trustee

                                        By:_____________________________________
           Name:
            Title:

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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 2006-26        
-----------------------------------------------   

Gentlemen:                                                                      

          In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Pooling and Servicing Agreement") among      
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park      
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans  
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of  
New York Trust Company, N.A., as Co-Trustee, the undersigned hereby certifies   
that, as to each Subsequent Mortgage Loan listed in the Loan Number and Borrower
Identification Mortgage Loan Schedule (other than any Subsequent Mortgage Loan  
paid in full or listed in the attached list of exceptions) the Trustee has      
received:                                                                       

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

     (2)  a duly executed assignment of the Mortgage or a copy of such
assignment with recording information, in either case in the form permitted by  
Section 2.01 of the Pooling and Servicing Agreement.                            

    Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

    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                      

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the Subsequent Mortgage Loans identified on the Loan Number and Borrower        
Identification Mortgage Loan Schedule or (ii) the collectibility, insurability, 
effectiveness or suitability of any such Subsequent Mortgage Loan.              

       Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.               

                     The Bank of New York,
                as Trustee

                                        By:_____________________________________
           Name:
            Title:

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 EXHIBIT H

FORM OF FINAL CERTIFICATION OF TRUSTEE

[Date]

[Depositor]                                                                     

[Master Servicer]                                                               

[Sellers]                                                                       

Re:  CWABS Asset-Backed Certificates, Series 2006-26        
-----------------------------------------------   

Gentlemen:                                                                      

          In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Pooling and Servicing Agreement") among      
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park      
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans  
Servicing LP, as Master Servicer, the undersigned, as Trustee, and The Bank of  
New York Trust Company, N.A., as Co-Trustee, the undersigned hereby certifies   
that[, with respect to the Subsequent Mortgage Loans delivered in connection    
with the Subsequent Transfer Agreement, dated as of __________ (the "Subsequent 
Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans,   
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller  
and The Bank of New York, as Trustee,] as to each [Initial Mortgage             
Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan Schedule][Loan     
Number and Borrower Identification Mortgage Loan Schedule] (other than any      
[Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or listed on the 
attached Document Exception Report) it has received:                            

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

        (ii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a copy
of such Mortgage, with recording information, and in the case of each [Initial  
Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage Loan, the      
original Mortgage or a copy of such Mortgage, with recording information, noting
the presence of the MIN of the [Initial Mortgage Loan][Subsequent Mortgage Loan]
and language indicating that the [Initial Mortgage Loan][Subsequent Mortgage    
Loan] is a MOM Loan if the [Initial Mortgage Loan][Subsequent                   

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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 2006-26, CWABS, Inc., by The Bank
of New York, a New York banking corporation, as trustee under the Pooling and   
Servicing Agreement dated as of December 1, 2006, without recourse" or a copy of
such assignment, with recording information, or, in the case of each [Initial   
Mortgage Loan][Subsequent Mortgage Loan] with respect to property located in the
State of California that is not a MERS Mortgage Loan, a duly executed assignment
of the Mortgage in blank (each such assignment, when duly and validly completed,
to be in recordable form and sufficient to effect the assignment of and transfer
to the assignee thereof, under the Mortgage to which such assignment relates);  

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

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

      (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and all
riders thereto or any one of an original title binder, an original preliminary  
title report or an original title commitment, or a copy thereof certified by the
title company.                                                                  

    If the public recording office in which a Mortgage or assignment
thereof is recorded has retained the original of such Mortgage or assignment,   
the Trustee has received, in lieu thereof, a copy of the original Mortgage or   
assignment so retained, with evidence of recording thereon, certified to be true
and complete by such recording office.                                          

    Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such  
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
(viii), (ix) and (xv) of the definition of the "Mortgage Loan Schedule" in      
Section 1.01 of the Pooling and Servicing Agreement accurately reflects         
information set forth in the Mortgage File.                                     

    The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the [Initial Mortgage       
Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan              
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or    
(ii) the collectibility, insurability, effectiveness or suitability of any such 
[Initial Mortgage Loan][Subsequent Mortgage Loan].                              

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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 December 1, 2006 (the "Agreement"), by and among CWABS, Inc., as depositor   
(the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., 
as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, 
as Master Servicer, The Bank of New York, as Trustee, and The Bank of New York  
Trust Company, N.A., as Co-Trustee. Capitalized terms used, but not defined     
herein or in Exhibit 1 hereto, shall have the meanings ascribed to such terms in
the Agreement. The Transferee has authorized the undersigned to make this       
affidavit on behalf of the Transferee.                                          

          2.   The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986, nor is
it acting on behalf of or with plan assets of any such plan. The Transferee is, 
as of the date hereof, and will be, as of the date of the Transfer, a Permitted 
Transferee. The Transferee will endeavor to remain a Permitted Transferee for so
long as it retains its Ownership Interest in the Certificate. The Transferee is 
acquiring its Ownership Interest in the Certificate for its own account.        

       3.   The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not     
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is a Permitted Transferee and, at the time of        
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

       4.   The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any    
time during the taxable year of the pass-through entity a Person that is not a  
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this   
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,   
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another     
Person.)                                                                        

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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 2006-26        
----------------------------        

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
December 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,       
Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New York,  
as Trustee, and The Bank of New York Trust Company, N.A., as Co-Trustee.        

                 Very truly yours,

                                     _____________________________________
                  Name of Transferor

                                        By:_____________________________________
     Name:
      Title:

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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 2006-26, 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 December 1, 
2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a       
Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
Home Loans Servicing LP, as Master Servicer, The Bank of New York, as Trustee,  
and The Bank of New York Trust Company, N.A., as Co-Trustee.                    

                 Very truly yours,

                                     _____________________________________
                  Name of Transferor

                                        By:_____________________________________
     Name:
      Title:

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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., 8W                                                             
New York, New York  10286                                                       

Re:  CWABS, Inc. Asset-Backed Certificates,     
Series 2006-26, 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
December 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,       
Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New York,  
as Trustee, and The Bank of New York Trust Company, N.A., as Co-Trustee.        

                 Very truly yours,

                                   ___________________________________
                  Name of Transferee

                                   By: _______________________________
                  Authorized Officer

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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 2006-26, 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
December 1, 2006, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,       
Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of New York,  
as Trustee, and The Bank of New York Trust Company, N.A., as Co-Trustee.        

                 Very truly yours,

                                  __________________________________
                  Name of Transferee

                                   By: _______________________________
                  Authorized Officer

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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 2006-26, 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 December 1, 2006 (the "Pooling and Servicing
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a 
Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
Home Loans Servicing LP, as Master Servicer, The Bank of New York, as Trustee,  
and The Bank of New York Trust Company, N.A., as Co-Trustee.                    

( )  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 2006-26

__________________________________________ 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,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New    
York Trust Company N.A., as Co-Trustee, have entered in the Pooling and         
Servicing Agreement, dated as of December 1, 2006 (the "Pooling and Servicing   
Agreement"), relating to the CWABS, Inc. Asset-Backed Certificates, Series      
2006-26 (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

[RESERVED]

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 EXHIBIT R

[RESERVED]

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 EXHIBIT S-1

[RESERVED]

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 EXHIBIT S-2

[RESERVED]

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 EXHIBIT T

 OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS

ASSET-BACKED CERTIFICATES,
Series 2006-26

                                          [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
December 1, 2006, (the "Pooling and Servicing Agreement") among CWABS, Inc., as 
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a    
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as   
Master Servicer, The Bank of New York, as Trustee, and The Bank of New York     
Trust Company, N.A., as Co-Trustee. Capitalized terms used herein shall have the
meanings ascribed to such terms in the Pooling and Servicing Agreement.         

  __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further   
certifies as follows:                                                           

     With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:                               

        1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;                                                      

          2. Any Prepayment Charge due under the terms of the Mortgage Note with
respect to such Principal Prepayment was or was not, as indicated on the        
attached schedule using "Yes" or "No", received from the Mortgagor and deposited
in the Certificate Account;                                                     

      3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the      
Principal Prepayment was waived by the Master Servicer, such waiver was, as     
indicated on the attached schedule, based upon:                                 

             (i)  the Master Servicer's determination that such waiver would
  maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking
into account the value of such Prepayment Charge, or                  

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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:

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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)    
-------------------------- -------------------------- --------------------------

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

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

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

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

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

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

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

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

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

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 EXHIBIT U

 FORM OF SWAP CONTRACT

[See document delivered at closing.]

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 EXHIBIT V-1

FORM OF SWAP CONTRACT ASSIGNMENT AGREEMENT

[See document delivered at closing.]

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 EXHIBIT V-2

FORM OF SWAP CONTRACT ADMINISTRATION AGREEMENT

[See document delivered at closing.]

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 EXHIBIT V-3

FORM OF SWAP GUARANTEE

[See document delivered at closing.]

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 EXHIBIT W

 FORM OF MONTHLY STATEMENT

 [On file with the Trustee.]

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 EXHIBIT X-1

 FORM OF PERFORMANCE CERTIFICATION
 (Subservicer)

    Re:  The Pooling and Servicing Agreement dated as of December 1, 2006 (the
       "Pooling and Servicing Agreement") among CWABS, Inc., as Depositor,
     Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
          Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing
          LP, as Master Servicer, The Bank of New York, as Trustee, and The Bank
     of New York Trust Company, N.A., as Co-Trustee, and [Subservicing
Agreement] dated as of [ ] (the "Agreement")                

   I, ________________________________, the _______________________ of [NAME
OF COMPANY] (the "Company"), certify to the Depositor and the Master Servicer,  
and their officers, with the knowledge and intent that they will rely upon this 
certification, that:                                                            

         (1)  I have reviewed the servicer compliance statement of the Company
 provided in accordance with Item 1123 of Regulation AB (the "Compliance
    Statement"), the report on assessment of the Company's compliance with the
servicing criteria set forth in Item 1122(d) of Regulation AB (the    
    "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
    under Securities Exchange Act of 1934, as amended (the "Exchange Act") and
 Item 1122 of Regulation AB (the "Servicing Assessment"), the registered
 public accounting firm's attestation report provided in accordance with
Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of 
    Regulation AB (the "Attestation Report"), all servicing reports, officer's
certificates and other information relating to the servicing of the   
Mortgage Loans by the Company during 200[ ] that were delivered by the
   Company to the Depositor, the Master Servicer and the Trustee pursuant to
the Agreement (collectively, the "Company Servicing Information");    

        (2)  Based on my knowledge, the Company Servicing Information, taken
 as a whole, does not contain any untrue statement of a material fact or
     omit to state a material fact necessary to make the statements made, in the
light of the circumstances under which such statements were made, not 
misleading with respect to the period of time covered by the Company  
Servicing Information;                                                

        (3)  Based on my knowledge, all of the Company Servicing Information
required to be provided by the Company under the Agreement has been   
provided to the [Depositor] [Master Servicer];                        

       (4)  I am responsible for reviewing the activities performed by the
  Company as a servicer under the Agreement, and based on my knowledge and
   the compliance review conducted in preparing the Compliance Statement and
   except as disclosed in the Compliance Statement, the Servicing Assessment
    or the Attestation Report, the Company has fulfilled its obligations under
the Agreement; and                                                    

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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:

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 EXHIBIT X-2

 FORM OF PERFORMANCE CERTIFICATION
 (Trustee)

    Re:  The Pooling and Servicing Agreement dated as of December 1, 2006 (the
       "Pooling and Servicing Agreement") among CWABS, Inc., as Depositor,
     Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
          Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing
          LP, as Master Servicer, The Bank of New York, as Trustee, and The Bank
of New York Trust Company, N.A., as Co-Trustee              

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                                                           

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   independently verify or confirm the accuracy, completeness or correctness
of the information provided by the Master Servicer;                   

       (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:

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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                                      
1122(d)(1)(i)        accordance with the transaction agreements.                                                 
--------------------                                                                       ----------------------
                     If any material servicing activities are outsourced to                                      
                     third parties, policies and procedures are instituted to                                    
                     monitor the third party's performance and compliance with                                   
1122(d)(1)(ii)       such servicing activities.                                                                  
--------------------                                                                       ----------------------
                     Any requirements in the transaction agreements to maintain                                  
1122(d)(1)(iii)      a 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 terms of                                   
1122(d)(1)(iv)       the transaction agreements.                                                                 
--------------------                                                                       ----------------------
                                      Cash Collection and Administration                                         
--------------------                                                                       ----------------------
                     Payments on mortgage loans are deposited into the                                           
                     appropriate custodial bank accounts and related bank                                        
                     clearing accounts no more than two business days following                                  
                     receipt, or such other number of days specified in the                                      
1122(d)(2)(i)        transaction agreements.                                                                     
--------------------                                                                       ----------------------
                     Disbursements made via wire transfer on behalf of an                                        
                     obligor or to an investor are made only by authorized                                       
1122(d)(2)(ii)       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 approved                                  
1122(d)(2)(iii)      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 13k-1(b)(1) of the                                      
1122(d)(2)(v)        Securities Exchange Act.                                                                    
--------------------                                                                       ----------------------
                     Unissued checks are safeguarded so as to prevent                                            
1122(d)(2)(vi)       unauthorized access.                                                                        
--------------------                                                                       ----------------------

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------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing  
                                   Servicing Criteria                                            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, or such other number of days                                 
1122(d)(2)(vii)      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 serviced by the                              
1122(d)(3)(i)        Servicer.                                                                                   
--------------------                                                                       ----------------------
                     Amounts due to investors are allocated and remitted in                                      
                     accordance with timeframes, distribution priority and other                                 
1122(d)(3)(ii)       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 by the transaction agreements or related mortgage                                  
1122(d)(4)(i)        loan documents.                                                                             
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as                                      
1122(d)(4)(ii)       required by the transaction agreements                                                      
--------------------                                                                       ----------------------
                     Any additions, removals or substitutions to the asset pool                                  
                     are made, reviewed and approved in accordance with any                                      
1122(d)(4)(iii)      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 mortgage                          
1122(d)(4)(iv)       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 pool                                 
1122(d)(4)(vi)       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                                         
1122(d)(4)(vii)      transaction agreements.                                                                     
--------------------                                                                       ----------------------

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                                                                                           Applicable Servicing  
                                   Servicing Criteria                                            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 delinquency                           
1122(d)(4)(viii)     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                         
1122(d)(4)(x)        number of days specified in the transaction agreements.                                     
--------------------                                                                       ----------------------
                     Payments made on behalf of an obligor (such as tax or                                       
                     insurance payments) are made on or before the related                                       
                     penalty or expiration dates, as indicated on the                                            
                     appropriate bills or notices for such payments, provided                                    
                     that such support has been received by the servicer at                                      
                     least 30 calendar days prior to these dates, or such other                                  
1122(d)(4)(xi)       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 the                                 
1122(d)(4)(xii)      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 AB,                                   
1122(d)(4)(xv)       is maintained as set forth in the transaction agreements.                                   
--------------------                                                                       ----------------------

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

                                  [NAME OF MASTER SERVICER] [NAME OF
                              TRUSTEE] [NAME OF SUBSERVICER]

                               Date: _________________________

                                        By:     ________________________________
     Name:
      Title:

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 EXHIBIT Z

 [FORM OF] LIST OF ITEM 1119 PARTIES

ASSET BACKED CERTIFICATES,
Series 200_-__

          [Date]

--------------------------------------------------------------------------------
Party                            Contact Information                            
-------------------------------- -----------------------------------------------

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

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

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

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

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

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

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

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

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

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EXHIBIT AA

 FORM OF
SARBANES-OXLEY CERTIFICATION
 (Replacement Master Servicer)

(On file with Trustee)

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SCHEDULE I

PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY

 [Delivered to Trustee at closing and on file with the Trustee.]

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 SCHEDULE II

 COLLATERAL SCHEDULE

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------
Characteristic                                                       Applicable      Loan Group 1      Loan Group 2   
                                                                      Section                                         
----------------------------------------------------------------- ----------------- ---------------- -----------------
                                                                                                                      
Single-Family Detached Dwellings                                    2.03(b)(32)         75.89%            68.30%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Two- to Four-Family Dwellings                                       2.03(b)(32)          4.63%             3.53%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Low-Rise Condominium Units                                          2.03(b)(32)          5.15%             7.30%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
High-Rise Condominium Units                                         2.03(b)(32)          0.05%             0.79%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Manufactured Housing                                                2.03(b)(32)          0.00%             0.18%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
PUDs                                                                2.03(b)(32)         14.28%            19.87%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Earliest Origination Date                                           2.03(b)(33)        7/19/2006          4/1/2006    
----------------------------------------------------------------- ----------------- ---------------- -----------------
Prepayment Penalty                                                  2.03(b)(35)         66.27%            74.82%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Investor Properties                                                 2.03(b)(36)          5.48%             3.57%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Primary Residences                                                  2.03(b)(36)         93.22%            95.43%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Lowest Current Mortgage Rate                                        2.03(b)(48)         4.750%            3.500%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Highest Current Mortgage Rate                                       2.03(b)(48)        13.625%           13.750%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Weighted Average Current Mortgage Rate                              2.03(b)(48)         8.261%            8.019%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Lowest Gross Margin                                                 2.03(b)(50)         2.500%            0.250%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Highest Gross Margin                                                2.03(b)(50)        10.950%            9.450%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Weighted Average Gross Margin                                       2.03(b)(50)         6.580%            5.897%      
----------------------------------------------------------------- ----------------- ---------------- -----------------
Date on or before which each Initial Mortgage Loan has a                                                              
Due Date                                                            2.03(b)(51)       2/1/2007          2/1/2007      
----------------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------
                                       Adjustable Rate Mortgage                                                       
                                           Loans (other than                                                          
                                       Two-Year, Three-Year and       Two-Year         Three-Year        Five-Year    
                       Applicable      Five-Year Hybrid Mortgage       Hybrid       Hybrid Mortgage       Hybrid      
 Adjustment Date        Section                 Loans)             Mortgage Loans        Loans        Mortgage Loans  
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
   Latest Next                                                                                                        
 Adjustment Date      2.03(b)(34)              12/1/2016              1/1/2009         12/1/2009         12/1/2011    
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      


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SCHEDULE III

 40-YEAR TARGET SCHEDULE

Month of                  40-Year 
Distribution Date            Target ($)   
-----------------------      ----------------   
January 2017              42,358,458
February 2017              41,771,955 
  March 2017              41,193,430
  April 2017              40,622,773
    May 2017              40,059,879
   June 2017              39,504,644
   July 2017              38,956,962
 August 2017              38,416,733
September 2017              37,883,856  
October 2017              37,358,230
November 2017              36,839,759 
December 2017              36,328,345 
January 2018              35,823,893
February 2018              35,326,309 
  March 2018              34,835,500
  April 2018              34,351,374
    May 2018              33,873,841
   June 2018              33,402,812
   July 2018              32,938,199
 August 2018              32,479,915
September 2018              32,027,874  
October 2018              31,581,993
November 2018              31,142,187 
December 2018              30,708,375 
January 2019              30,280,475
February 2019              29,858,408 
  March 2019              29,442,094
  April 2019              29,031,457
    May 2019              28,626,418
   June 2019              28,226,902
   July 2019              27,832,835
 August 2019              27,444,143
September 2019              27,060,753  
October 2019              26,682,593
November 2019              26,309,593 
December 2019              25,941,682 
January 2020              25,578,793
February 2020              25,220,856 
  March 2020              24,867,805
  April 2020              24,519,574

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Month of                  40-Year 
Distribution Date            Target ($)   
-----------------------      ----------------   
    May 2020              24,176,097
   June 2020              23,837,310
   July 2020              23,503,150
 August 2020              23,173,554
September 2020              22,848,460  
October 2020              22,527,808
November 2020              22,211,536 
December 2020              21,899,586 
January 2021              21,591,900
February 2021              21,288,419 
  March 2021              20,989,087
  April 2021              20,693,847
    May 2021              20,402,644
   June 2021              20,115,423
   July 2021              19,832,131
 August 2021              19,552,714
September 2021              19,277,119  
October 2021              19,005,296
November 2021              18,737,192 
December 2021              18,472,757 
January 2022              18,211,943
February 2022              17,954,698 
  March 2022              17,700,977
  April 2022              17,450,729
    May 2022              17,203,909
   June 2022              16,960,470
   July 2022              16,720,366
 August 2022              16,483,552
September 2022              16,249,984  
October 2022              16,019,616
November 2022              15,792,407 
December 2022              15,568,313 
January 2023              15,347,292
February 2023              15,129,301 
  March 2023              14,914,302
  April 2023              14,702,251
    May 2023              14,493,110
   June 2023              14,286,840
   July 2023              14,083,400
 August 2023              13,882,754
September 2023              13,684,862  
October 2023              13,489,688
November 2023              13,297,194 
December 2023              13,107,345 

S-III-2 

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Month of                  40-Year 
Distribution Date            Target ($)   
-----------------------      ----------------   
January 2024              12,920,104
February 2024              12,735,436 
  March 2024              12,553,307
  April 2024              12,373,681
    May 2024              12,196,525
   June 2024              12,021,804
   July 2024              11,849,487
 August 2024              11,679,541
September 2024              11,511,933  
October 2024              11,346,631
November 2024              11,183,604 
December 2024              11,022,822 
January 2025              10,864,254
February 2025              10,707,870 
  March 2025              10,553,640
  April 2025              10,401,534
    May 2025              10,251,525
   June 2025              10,103,583
   July 2025               9,957,681
 August 2025               9,813,790
September 2025               9,671,884  
October 2025               9,531,935
November 2025               9,393,918 
December 2025               9,257,805 
January 2026               9,123,570
February 2026               8,991,189 
  March 2026               8,860,636
  April 2026               8,731,886
    May 2026               8,604,914
   June 2026               8,479,697
   July 2026               8,356,211
 August 2026               8,234,432
September 2026               8,114,336  
October 2026               7,995,902
November 2026               7,879,106 
December 2026               7,763,926 
January 2027               7,650,340
February 2027               7,538,327 
  March 2027               7,427,864
  April 2027               7,318,932
    May 2027               7,211,508
   June 2027               7,105,573
   July 2027               7,001,106
 August 2027               6,898,088

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Month of                  40-Year 
Distribution Date            Target ($)   
-----------------------      ----------------   
September 2027               6,796,498  
October 2027               6,696,318
November 2027               6,597,527 
December 2027               6,500,107 
January 2028               6,404,040
February 2028               6,309,306 
  March 2028               6,215,889
  April 2028               6,123,769
    May 2028               6,032,929
   June 2028               5,943,352
   July 2028               5,855,021
 August 2028               5,767,918
September 2028               5,682,027  
October 2028               5,597,331
November 2028               5,513,814 
December 2028               5,431,460 
January 2029               5,350,253
February 2029               5,270,177 
  March 2029               5,191,217
  April 2029               5,113,359
    May 2029               5,036,585
   June 2029               4,960,883
   July 2029               4,886,237
 August 2029               4,812,633
September 2029               4,740,057  
October 2029               4,668,494
November 2029               4,597,931 
December 2029               4,528,355 
January 2030               4,459,751
February 2030               4,392,106 
  March 2030               4,325,408
  April 2030               4,259,643
    May 2030               4,194,799
   June 2030               4,130,862
   July 2030               4,067,822
 August 2030               4,005,665
September 2030               3,944,379  
October 2030               3,883,953
November 2030               3,824,374 
December 2030               3,765,632 
January 2031               3,707,714
February 2031               3,650,610 
  March 2031               3,594,308
  April 2031               3,538,797

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Month of                  40-Year 
Distribution Date            Target ($)   
-----------------------      ----------------   
    May 2031               3,484,067
   June 2031               3,430,106
   July 2031               3,376,905
 August 2031               3,324,453
September 2031               3,272,739  
October 2031               3,221,754
November 2031               3,171,487 
December 2031               3,121,929 
January 2032               3,073,070
February 2032               3,024,901 
  March 2032               2,977,411
  April 2032               2,930,592
    May 2032               2,884,435
   June 2032               2,838,930
   July 2032               2,794,068
 August 2032               2,749,841
September 2032               2,706,240  
October 2032               2,663,257
November 2032               2,620,882 
December 2032               2,579,108 
January 2033               2,537,926
February 2033               2,497,329 
  March 2033               2,457,307
  April 2033               2,417,854
    May 2033               2,378,961
   June 2033               2,340,621
   July 2033               2,302,827
 August 2033               2,265,570
September 2033               2,228,843  
October 2033               2,192,639
November 2033               2,156,951 
December 2033               2,121,772 
January 2034               2,087,094
February 2034               2,052,912 
  March 2034               2,019,217
  April 2034               1,986,004
    May 2034               1,953,266
   June 2034               1,920,995
   July 2034               1,889,187
 August 2034               1,857,833
September 2034               1,826,929  
October 2034               1,796,468
November 2034               1,766,444 
December 2034               1,736,851 

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Month of                  40-Year 
Distribution Date            Target ($)   
-----------------------      ----------------   
January 2035               1,707,682
February 2035               1,678,932 
  March 2035               1,650,596
  April 2035               1,622,667
    May 2035               1,595,141
   June 2035               1,568,010
   July 2035               1,541,271
 August 2035               1,514,917
September 2035               1,488,943  
October 2035               1,463,345
November 2035               1,438,116 
December 2035               1,413,252 
January 2036               1,388,747
February 2036               1,364,597 
  March 2036               1,340,797
  April 2036               1,317,342
    May 2036               1,294,227
   June 2036               1,271,448
   July 2036               1,248,999
 August 2036               1,226,877
September 2036               1,205,077  
October 2036               1,183,594
November 2036               1,162,423 
December 2036               1,141,562 

S-III-6