CWABS Asset-Backed Certificates Trust 2006-6 – ‘8-K’ for 3/29/06 – EX-4.1

On:  Friday, 4/14/06, at 4:07pm ET   ·   For:  3/29/06   ·   Accession #:  905148-6-3312   ·   File #:  333-131591-07

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     23K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders   250    840K 
 3: EX-99.1     Miscellaneous Exhibit                                 33    226K 
 4: EX-99.2     Miscellaneous Exhibit                                 31    230K 
 5: EX-99.3     Miscellaneous Exhibit                                  7     25K 
 6: EX-99.4     Miscellaneous Exhibit                                 18     88K 
 7: EX-99.5     Miscellaneous Exhibit                                 23     89K 
 8: EX-99.6     Miscellaneous Exhibit                                 20     77K 
 9: EX-99.7     Miscellaneous Exhibit                                  6     27K 
10: EX-99.8     Miscellaneous Exhibit                                 12     55K 
11: EX-99.9     Miscellaneous Exhibit                                 29    132K 

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

EX-4.1
1st Page of 250
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                 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 March 1, 2006 

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

ASSET-BACKED CERTIFICATES, SERIES 2006-6  

EX-4.1
2nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                        [Enlarge/Download Table]

                                        Table of Contents                                              
                                        -----------------                                              

                                                                                                  Page 
                                                                                                  ---- 

                                            ARTICLE I.                                                 
                                           DEFINITIONS                                                 

                                                                                                       
Section 1.01  Defined Terms. ........................................................................9 
Section 1.02  Certain Interpretive Provisions ......................................................52 

                                           ARTICLE II.                                                 
                   CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES                        

Section 2.01  Conveyance of Mortgage Loans. ........................................................53 
Section 2.02  Acceptance by Trustee of the Mortgage Loans. .........................................60 
Section 2.03  Representations, Warranties and Covenants of the                                         
              Master Servicer and the Sellers.......................................................66 
Section 2.04  Representations and Warranties of the Depositor...................................... 86 
Section 2.05  Delivery of Opinion of Counsel in Connection                                             
               with Substitutions and Repurchases...................................................87 
Section 2.06  Authentication and Delivery of Certificates. .........................................88 
Section 2.07  Covenants of the Master Servicer......................................................88 

                                           ARTICLE III.                                                
                          ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                               

Section 3.01  Master Servicer to Service Mortgage Loans.............................................88 
Section 3.02  Subservicing; Enforcement of the Obligations of                                          
              Master Servicer...................................................................... 91 
Section 3.03  Rights of the Depositor, the Sellers, the                                                
              Certificateholders, the NIM Insurer and the Trustee in                                   
              Respect of the  Master Servicer.......................................................91 
Section 3.04  Trustee to Act as Master Servicer.....................................................92 
Section 3.05  Collection of Mortgage Loan Payments; Certificate                                        
              Account; Distribution Account; Pre-Funding Account;                                      
              Seller Shortfall Interest Requirement.................................................93 
Section 3.06  Collection of Taxes, Assessments and Similar Items; Escrow Accounts...................96 
Section 3.07  Access to Certain Documentation and Information Regarding the Mortgage Loans..........96 
Section 3.08  Permitted Withdrawals from the Certificate Account, Distribution Account,                
              Carryover Reserve Fund and the Principal Reserve Fund.................................97 
Section 3.09  [Reserved]...........................................................................100 
Section 3.10  Maintenance of Hazard Insurance......................................................100 
Section 3.11  Enforcement of Due-On-Sale Clauses; Assumption Agreements............................101 
Section 3.12  Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds              
              and Realized Losses; Repurchase of Certain Mortgage Loans............................102 
Section 3.13  Co-Trustee to Cooperate; Release of Mortgage Files...................................106 
Section 3.14  Documents, Records and Funds in Possession of Master Servicer to be Held                 
              for the Trustee......................................................................107 
Section 3.15  Servicing Compensation...............................................................107 

                                                   i                                                   

EX-4.1
3rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Section 3.16  Access to Certain Documentation......................................................108 
Section 3.17  Annual Statement as to Compliance ...................................................108 
Section 3.18  [Reserved] ..........................................................................109 
Section 3.19  [Reserved] ..........................................................................109 
Section 3.20  Prepayment Charges ..................................................................109 
Section 3.21  Swap Contract .......................................................................110 

                                           ARTICLE IV.                                                 
                        DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER                              

Section 4.01  Advances; Remittance Reports.........................................................111 
Section 4.02  Reduction of Servicing Compensation in Connection with Prepayment Interest               
              Shortfalls..................................................... .....................113 
Section 4.03  [Reserved] ..........................................................................113 
Section 4.04  Distributions........................................................................113 
Section 4.05  Monthly Statements to Certificateholders.............................................120 
Section 4.06  Termination of the Mortgage Insurance Policy.........................................121 
Section 4.07  Carryover Reserve Fund...............................................................122 
Section 4.08  Credit Comeback Excess Account.......................................................122 
Section 4.09  Swap Trust and Swap Account..........................................................123 

                                             ARTICLE V.                                                
                                         THE CERTIFICATES                                              

Section 5.01  The Certificates.....................................................................124 
Section 5.02  Certificate Register; Registration of Transfer and Exchange of Certificates..........125 
Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates....................................129 
Section 5.04  Persons Deemed Owners................................................................129 
Section 5.05  Access to List of Certificateholders' Names and Addresses............................130 
Section 5.06  Book-Entry Certificates..............................................................130 
Section 5.07  Notices to Depository................................................................131 
Section 5.08  Definitive Certificates..............................................................131 
Section 5.09  Maintenance of Office or Agency......................................................132 

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

Section 6.01  Respective Liabilities of the Depositor, the Master Servicer and the Sellers.........132 
Section 6.02  Merger or Consolidation of the Depositor, the Master Servicer or the Sellers.........132 
Section 6.03  Limitation on Liability of the Depositor, the Sellers, the Master Servicer,              
              the NIM Insurer and Others...........................................................133 
Section 6.04  Limitation on Resignation of Master Servicer.........................................133 
Section 6.05  Errors and Omissions Insurance; Fidelity Bonds.......................................134 

                                               ii                                                      

EX-4.1
4th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 4th
                                           ARTICLE VII.                                                
                             DEFAULT; TERMINATION OF MASTER SERVICER                                   

Section 7.01  Events of Default....................................................................134 
Section 7.02  Trustee to Act; Appointment of Successor.............................................136 
Section 7.03  Notification to Certificateholders...................................................138 

                                          ARTICLE VIII.                                                
                            CONCERNING THE TRUSTEE AND THE CO-TRUSTEE                                  

Section 8.01  Duties of Trustee....................................................................138 
Section 8.02  Certain Matters Affecting the Trustee................................................140 
Section 8.03  Trustee Not Liable for Mortgage Loans................................................141 
Section 8.04  Trustee May Own Certificates.........................................................141 
Section 8.05  Master Servicer to Pay Trustee's Fees and Expenses...................................142 
Section 8.06  Eligibility Requirements for Trustee.................................................142 
Section 8.07  Resignation and Removal of Trustee...................................................143 
Section 8.08  Successor Trustee....................................................................144 
Section 8.09  Merger or Consolidation of Trustee...................................................144 
Section 8.10  Appointment of Co-Trustee or Separate Trustee........................................145 
Section 8.11  Tax Matters..........................................................................146 
Section 8.12  Co-Trustee...........................................................................149 
Section 8.13  Access to Records of the Trustee.....................................................152 
Section 8.14  Suits for Enforcement................................................................152 

                                            ARTICLE IX.                                                
                                            TERMINATION                                                

Section 9.01  Termination upon Liquidation or Repurchase of all Mortgage Loans.....................152 
Section 9.02  Final Distribution on the Certificates...............................................153 
Section 9.03  Additional Termination Requirements..................................................154 

                                            ARTICLE X.                                                 
                                     MISCELLANEOUS PROVISIONS                                          

Section 10.01  Amendment...........................................................................155 
Section 10.02  Recordation of Agreement; Counterparts..............................................157 
Section 10.03  Governing Law.......................................................................157 
Section 10.04  Intention of Parties................................................................158 
Section 10.05  Notices.............................................................................159 
Section 10.06  Severability of Provisions..........................................................160 
Section 10.07  Assignment..........................................................................161 
Section 10.08  Limitation on Rights of Certificateholders..........................................161 
Section 10.09  Inspection and Audit Rights.........................................................161 
Section 10.10  Certificates Nonassessable and Fully Paid...........................................162 
Section 10.11  Rights of NIM Insurer...............................................................162 

                                              iii                                                      

EX-4.1
5th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 5th
                                           ARTICLE XI.                                                 
                                    EXCHANGE ACT REPORTING 163                                         

Section 11.01  Filing Obligations..................................................................163 
Section 11.02  Form 10-D Filings...................................................................163 
Section 11.03  Form 8-K Filings....................................................................164 
Section 11.04  Form 10-K Filings...................................................................165 
Section 11.05  Sarbanes-Oxley Certification........................................................165 
Section 11.06  Form 15 Filing......................................................................166 
Section 11.07  Report on Assessment of Compliance and Attestation..................................166 
Section 11.08  Use of Subservicers and Subcontractors..............................................167 
Section 11.09  Amendments..........................................................................168 
Section 11.10  Reconciliation of Accounts..........................................................169 

Exhibits                                                                        
--------                                                                        

EXHIBIT A               Forms of Certificates                                   
EXHIBIT A-1          Form of Class 1-A-1 Certificate                      
EXHIBIT A-2          Form of Class 1-A-1M Certificate                     
EXHIBIT A-3          Form of Class 2-A-1 Certificate                      
EXHIBIT A-4          Form of Class 2-A-2 Certificate                      
EXHIBIT A-5          Form of Class 2-A-3 Certificate                      
EXHIBIT A-6          Form of Class 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 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)           
EXHIBIT H               Form of Final Certification of Trustee                  

iv  

EX-4.1
6th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 6th
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 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                                     

v   

EX-4.1
7th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 7th
          POOLING AND SERVICING AGREEMENT, dated as of March 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 four REMICs ("REMIC 1," "REMIC 2," "REMIC 3" 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 REMIC 1, REMIC 2, REMIC 3   
and the Master REMIC. The Master REMIC will hold as assets the several classes  
of uncertificated REMIC 3 Interests (other than the R-3-R Interest). Each       
REMIC 3 Interest (other than the R-3-R Interest) is hereby designated as a      
regular interest in REMIC 3. REMIC 3 will hold as assets the several classes    
of REMIC 2 Interests (other than the R-2-R Interest). Each REMIC 2 Interest     
(other than the R-2-R Interest) is hereby designated as a regular interest in   
REMIC 2. REMIC 2 will hold as assets the several classes of REMIC 1 Interests   
(other than the R-1-R Interest). Each REMIC 1 Interest (other than the R-1-R    
Interest) is hereby designated as a regular interest in REMIC 1. REMIC 1 will   
hold as assets all property of the Trust Fund (excluding the Credit Comeback    
Excess Account, the Carryover Reserve Fund and the assets held in the           
Pre-Funding Account). The latest possible maturity date of all REMIC regular    
interests created in this Agreement shall be the Latest Possible Maturity       
Date.                                                                           

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

REMIC 1:                                                            

The REMIC 1 Interests will have the principal balances, 
pass-through rates and Corresponding Loan Groups as set forth below.            

                                     Initial      Pass-Through   Corresponding
REMIC 1 Interests                      Balance         Rate       Loan Group(s) 
-----------------                     --------     ------------   ------------- 
R-1-1-I.......................          (1)             (5)             1       
R-1-1-S.......................          (2)             (6)             1       
R-1-2-I.......................          (1)             (5)             2       
R-1-2-S.......................          (2)             (6)             2       
R-1-X.........................          (3)             (7)          1 and 2    

EX-4.1
8th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 8th
R-1-P                                 $100.00           (8)          1 and 2    
R-1-R.........................          (4)             (4)            N/A      

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

(1)   The principal balance of each REMIC 1 Interest having an "I" designation  
is the principal balance of all the Initial Mortgage Loans in the   
Corresponding Loan Group.                                           

(2)   The principal balance of each REMIC 1 Interest having an "S" designation  
is the principal balance of all the Subsequent Mortgage Loans in the
Corresponding Loan Group.                                           

(3)   This REMIC 1 Interest pays no principal.                                  

(4)   The R-1-R Interest is the sole class of residual interest in REMIC 1. It  
has no principal balance and pays no principal or interest.         

(5)   The interest rate for this REMIC 1 Interest with respect to any           
Distribution Date (and the related Accrual Period) through the      
    Distribution Date in June 2006 is a per annum rate equal to the weighted
    average of the Adjusted Net Mortgage Rates of the Initial Mortgage Loans
in the Corresponding Loan Group. For any Distribution Date (and the 
 related Accrual Period) following the Distribution Date in June 2006,
    the interest rate for this REMIC 1 Interest is a per annum rate equal to
the weighted average of the Adjusted Net Mortgage Rates of all the  
Mortgage Loans in the Corresponding Loan Group.                     

(6)   The interest rate for this REMIC 1 Interest with respect to any           
Distribution Date (and the related Accrual Period) through the      
  Distribution Date in June 2006 is a per annum rate equal to 0.00%. For
any Distribution Date (and the related Accrual Period) following the
Distribution Date in June 2006, the interest rate for this REMIC 1  
Interest is a per annum rate equal to the weighted average of the   
Adjusted Net Mortgage Rates of all the Mortgage Loans in the        
Corresponding Loan Group.                                           

(7)   For any Distribution Date (and the related Accrual Period) through the    
    Distribution Date in June 2006, this REMIC 1 Interest is entitled to all
 the interest payable with respect to the Subsequent Mortgage Loans in
    the Corresponding Loan Group (or Groups). For any Distribution Date (and
the related Accrual Period) following the Distribution Date in June 
 2006, the interest rate for this REMIC 1 Interest is a per annum rate
equal to 0.00%.                                                     

(8)   The R-1-P Interest is entitled to all Prepayment Charges collected with   
respect to the Mortgage Loans. It pays no interest.                 

On each Distribution Date, the Interest Funds and the Principal     
Distribution Amount of the Corresponding Loan Groups shall be distributed with  
respect to the REMIC 1 Interests in the following manner:                       

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

2   

EX-4.1
9th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 9th
(2) Principal. For any Distribution Date (and the related Accrual   
Period) through the Distribution Date in June 2006, the Principal Distribution  
Amount with respect to the Initial Mortgage Loans in a Loan Group shall be      
allocated to its corresponding "I" REMIC 1 Interests, and the Principal         
Distribution Amount with respect to the Subsequent Mortgage Loans in a Loan     
Group shall be allocated to its corresponding "S" REMIC 1 Interests. For any    
Distribution Date (and the related Accrual Period) after the Distribution Date  
in June 2006, the Principal Distribution Amount with respect to all Mortgage    
Loans in a Loan Group shall be allocated in proportion to its corresponding     
REMIC 1 Interests.                                                              

REMIC 2:                                                            

The REMIC 2 Interests will have the principal balances, 
pass-through rates and Corresponding Loan Groups as set forth below.            

                                     Initial      Pass-Through   Corresponding
REMIC 2 Interests                     Balance          Rate         Loan Group  
-----------------                     --------     ------------   ------------- 
R-2-A-1 (0.9% of SCB Group 1).          (1)             (2)             1       
R-2-B-1 (0.1% of SCB Group 1).          (1)             (2)             1       
R-2-C-1 (Excess of Group 1)...          (1)             (2)             1       
R-2-A-2 (0.9% of SCB Group 2).          (1)             (3)             2       
R-2-B-2 (0.1% of SCB Group 2).          (1)             (3)             2       
R-2-C-2 (Excess of Group 2)...          (1)             (3)             2       
R-2-P.........................          $100            (5)          1 and 2    
R-2-R.........................          (6)             (6)            N/A      
R-2-X.........................          (7)             (8)          1 and 2    

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

(1)   Each REMIC 2 Interest having an "R-2-A-" designation (each, an "R-2-A     
   Interest") will have a principal balance initially equal to 0.9% of the
  Subordinate Component Balance ("SCB") of its Corresponding Loan Group.
 Each REMIC 2 Interest having an "R-2-B-" designation (each, an "R-2-B
   Interest") will have a principal balance initially equal to 0.1% of the
 SCB of its Corresponding Loan Group. The initial principal balance of
 each REMIC 2 Interest having an "R-2-C-" designation (each, an "R-2-C
    Interest") will equal the excess of the initial principal balance of its
  Corresponding Loan Group over the initial aggregate principal balances
of the R-2-A and R-2-B Interests corresponding to such Loan Group.  

(2)   A rate equal to the weighted average of the pass-through rates of the     
R-1-1-I and R-1-1-S Interests (the "Loan Group 1 Tax Net Rate Cap").

(3)   A rate equal to the weighted average of the pass-through rates of the     
R-1-2-I and R-1-2-S Interests (the "Loan Group 2 Tax Net Rate Cap").

(4)   The R-2-P Interest is entitled to all amounts payable with respect to     
the R-1-P Interest. It pays no interest.                            

3   

EX-4.1
10th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 10th
(5)   The R-2-R Interest is the sole class of residual interest in REMIC 2. It  
has no principal balance and pays no principal or interest.         

(6)   This REMIC 2 Interest pays no principal.                                  

(7)   This REMIC 2 Interest is entitled to all amounts payable with respect to  
the R-1-X Interest.                                                 

       On each Distribution Date, the Interest Funds and the Principal
Distribution Amounts payable with respect to the REMIC 1 Interests shall be     
payable with respect to the REMIC 2 Interests in the following manner:          

    (1) Interest. Interest is to be distributed with respect to each REMIC 2
Interest at the rate, or according to the formulas, described above.            

(2) Principal if no Cross-Over Situation Exists. If no Cross-Over   
Situation exists with respect to any REMIC 2 Interest, then the Principal       
Distribution Amounts payable with respect to each Loan Group will be payable:   
first to cause the Loan Group's corresponding R-2-A and R-2-B Interests to      
equal, respectively, 0.9% of the SCB and 0.1% of the SCB, and then to the       
corresponding R-2-C Interest.                                                   

(3) Principal if a Cross-Over Situation Exists. If a Cross-Over     
Situation exists with respect to the R-2-A and R-2-B Interests then:            

(a) if the Calculation Rate in respect of the outstanding R-2-A and 
R-2-B Interests is less than the Subordinate Tax Net Rate Cap, Principal        
Relocation Payments will be made proportionately to the outstanding R-2-A       
Interests prior to any other principal distributions from each such Loan        
Group; and                                                                      

(b) if the Calculation Rate in respect of the outstanding R-2-A and 
R-2-B Interests is greater than the Subordinate Tax Net Rate Cap, Principal     
Relocation Payments will be made proportionately to the outstanding R-2-B       
Interests prior to any other principal distributions from each such Loan        
Group.                                                                          

   In each case, Principal Relocation Payments will be made so as to cause
the Calculation Rate in respect of the outstanding R-2-A and R-2-B Interests    
to equal the Subordinate Tax Net Rate Cap. With respect to each Loan Group, if  
(and to the extent that) the sum of (a) the principal payments comprising the   
Principal Distribution Amount payable for the related Distribution Date and     
(b) the Realized Losses, are insufficient to make the necessary reductions of   
principal on the R-2-A and R-2-B Interests, then interest will be added to the  
Loan Group's R-2-C Interest.                                                    

(c) Unless required to achieve the Calculation Rate, the outstanding
aggregate R-2-A and R-2-B Interests for both Loan Groups will not be reduced    
below 1 percent of the excess of (i) the aggregate outstanding principal        
balances of both Loan Groups as of the end of any Due Period (reduced by        
Principal Prepayments received after the Due Period that are to be distributed  
on the Distribution Date related to the Due Period) over (ii) the Senior        
Certificates related to both Loan                                               

4   

EX-4.1
11th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 11th
Groups as of the related Distribution Date (after taking into account           
distributions of principal on such Distribution Date).                          

    If (and to the extent that) the limitation in paragraph (c) prevents the
distribution of principal to the R-2-A and R-2-B Interests of a Loan Group,     
and if the Loan Group's corresponding R-2-C Interest has already been reduced   
to zero, then the excess principal from that Loan Group will be paid to the     
R-2-C Interest of the other Loan Group, the aggregate R-2-A and R-2-B           
Interests of which are less than one percent of the Subordinate Component       
Balance. If the Loan Group of the corresponding R-2-C Interest that receives    
such payment has a Group Tax Net Rate Cap below the Group Tax Net Rate Cap of   
the Loan Group making the payment, then the payment will be treated by REMIC 2  
as a Realized Loss. Conversely, if the Loan Group of the R-2-C Interest that    
receives such payment has a Group Tax Net Rate Cap above the Group Tax Net      
Rate Cap of the Loan Group making the payment, then the payment will be         
treated by REMIC 2 as a reimbursement for prior Realized Losses.                

REMIC 3:                                                            

The REMIC 3 Regular Interests will have the principal balances, pass-through    
rates and Corresponding Classes of Certificates as set forth in the following   
table:                                                                          

------------------------------------------------------------------------------- 
                                                               Corresponding
                Initial Principal     Pass-Through          Class of
REMIC 3 Interests         Balance               Rate           Certificates   
------------------------------------------------------------------------------- 
R-3-1-A-1...........         (1)                 (2)                1-A-1       
------------------------------------------------------------------------------- 
R-3-1-A-1M..........         (1)                 (2)               1-A-1M       
------------------------------------------------------------------------------- 
R-3-2-A-1...........         (1)                 (2)                2-A-1       
------------------------------------------------------------------------------- 
R-3-2-A-2...........         (1)                 (2)                2-A-2       
------------------------------------------------------------------------------- 
R-3-2-A-3...........         (1)                 (2)                2-A-3       
------------------------------------------------------------------------------- 
R-3-M-1.............         (1)                 (2)                 M-1        
------------------------------------------------------------------------------- 
R-3-M-2.............         (1)                 (2)                 M-2        
------------------------------------------------------------------------------- 
R-3-M-3.............         (1)                 (2)                 M-3        
------------------------------------------------------------------------------- 
R-3-M-4.............         (1)                 (2)                 M-4        
------------------------------------------------------------------------------- 
R-3-M-5.............         (1)                 (2)                 M-5        
------------------------------------------------------------------------------- 
R-3-M-6.............         (1)                 (2)                 M-6        
------------------------------------------------------------------------------- 
R-3-M-7.............         (1)                 (2)                 M-7        
------------------------------------------------------------------------------- 
R-3-M-8.............         (1)                 (2)                 M-8        
------------------------------------------------------------------------------- 
R-3-B...............         (1)                 (2)                  B         
------------------------------------------------------------------------------- 
R-3-$100............           $100              (3)                 A-R        
------------------------------------------------------------------------------- 
R-3-C...............         (4)                 (2)                 N/A        
------------------------------------------------------------------------------- 
R-3-P...............           $100              (5)                  P         
------------------------------------------------------------------------------- 
R-3-R...............         (6)                 (6)                 N/A        
------------------------------------------------------------------------------- 
R-3-X...............         (7)                 (8)                 N/A        
------------------------------------------------------------------------------- 

(1) This REMIC 3 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 REMIC 2                                          

5   

EX-4.1
12th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 12th
Interests held by REMIC 3 will be allocated to this class to maintain its size  
relative to its Corresponding Certificate Class.                                

(2) The pass-through rate with respect to any Distribution Date (and the        
related Accrual Period) for this REMIC 3 Interest is the weighted average of    
the Loan Group 1 Tax Net Rate Cap and the Loan Group 2 Tax Net Rate Cap (the    
"Pool Tax Net Rate Cap").                                                       

(3) This REMIC 3 Interest pays no interest.                                     

(4) This REMIC 3 Interest has a principal balance that is initially equal to    
100% of the Overcollateralization Amount. Principal payments, both scheduled    
and prepaid, Realized Losses and Subsequent Recoveries attributable to the      
REMIC 2 Interests held by REMIC 3 will be allocated to this class to maintain   
its size relative to the Overcollateralization Amount.                          

(5) The R-3-P Interest is entitled to all amounts payable with respect to the   
R-2-P Interest. It pays no interest.                                            

(6) The R-3-R Interest is the sole class of residual interest in REMIC 3. It    
has no principal balance and pays no principal or interest.                     

(7) This REMIC 3 Interest pays no principal.                                    

(8) This REMIC 3 Interest is entitled to all amounts payable with respect to    
the R-2-X Interest.                                                             

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

    (1) Interest. Interest is to be distributed with respect to each REMIC 3
Interest at the rate, or according to the formulas, described above.            

  (2) Principal. Principal Distribution Amounts shall be allocated among
the REMIC 3 Interests as described above.                                       

6   

EX-4.1
13th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 13th
     The following table specifies the class designation, interest
rate, and principal amount for each class of Master REMIC Interest:             

            Original Certificate
Class                                 Principal Balance   Pass-Through Rate     
----------------------------------  --------------------  --------------------  
Class 1-A-1......................        $501,329,000            (1)            
Class 1-A-1M.....................         $55,703,000            (1)            
Class 2-A-1......................        $370,663,000            (1)            
Class 2-A-2......................        $407,850,000            (1)            
Class 2-A-3......................        $126,055,000            (1)            
Class M-1........................        $117,900,000            (1)            
Class M-2........................         $34,200,000            (1)            
Class M-3........................         $31,500,000            (1)            
Class M-4........................         $29,700,000            (1)            
Class M-5........................         $27,000,000            (1)            
Class M-6........................         $25,200,000            (1)            
Class M-7........................         $18,000,000            (1)            
Class M-8........................         $17,100,000            (1)            
Class B..........................         $18,000,000            (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, the pass-through
  rate in respect of (i) the Class 1-A Certificates will be subject to a
cap equal to the Loan Group 1 Tax Net Rate Cap, (ii) the Class 2-A  
   Certificates will be subject to a cap equal to the Loan Group 2 Tax Net
    Rate Cap and (iii) the Subordinate Certificates will be subject to a cap
equal to the Subordinate Tax 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 R-3-X Interest, (b) the interest payable
on the R-3-C Interest and (c) a specified portion of the interest   
payable on the REMIC 3 Regular Interests (other than the R-3-$100,  
 R-3-C, R-3-P and R-3-X Interests) equal to the excess of the Pool Tax
Net Rate Cap over the weighted average interest rate of the REMIC 3 
Regular Interests (other than the R-3-$100, R-3-C, R-3-P and R-3-X  
 Interests) with each such Class subject to a cap and a floor 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 REMIC 1
 Group 1 and Group 2 "I" and "S" Interests and the R-1-X Interest 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 R-3-P Interest.  
(5)   The Class A-R Certificates represent the sole class of residual interest  
in each REMIC created hereunder. The Class A-R Certificates are not 
entitled to distributions of interest.                              

          The foregoing REMIC structure is intended to cause all of the cash
from the Mortgage Loans to flow through to the Master REMIC as cash flow on     
REMIC regular interests, without creating any shortfall--actual or potential    
(other than for credit losses)-- to any REMIC                                   

7   

EX-4.1
14th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 14th
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.                                                      

8   

EX-4.1
15th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 15th
ARTICLE I.  

DEFINITIONS   

Section 1.01   Defined Terms.                           

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

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

      Accrual Period: With respect to any Distribution Date and each
Class of 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.                                             

          Adjustable  Rate   Certificates:   The  Class  A  and  Subordinate
Certificates.                                                                   

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

          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.                                                   

         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                                                               

9   

EX-4.1
16th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 16th
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.                                                                    

Bankruptcy Code:  Title 11 of the United States Code.   

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

10  

EX-4.1
17th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 17th
the Depository and as described in Section 5.06). As of the Closing Date, each  
Class of Interest-Bearing Certificates constitutes a Class of Book-Entry        
Certificates.                                                                   

      Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which 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.     

        Calculation Rate: For each Distribution Date, the product of (i)
10 and (ii) the weighted average rate of the outstanding R-2-A and R-2-B        
Interests, treating each R-2-A Interest as having an interest rate of 0.00%     
per annum.                                                                      

         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 2006-6". 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-14, 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 2006-6". 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     
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.                                                                    

11  

EX-4.1
18th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 18th
Certificateholder or Holder: The person in whose name a 
Certificate is registered in the Certificate Register (initially, Cede & Co.,   
as nominee for the Depository, in the case of any Class of Book-Entry           
Certificates), except that solely for the purpose of giving any consent         
pursuant to this Agreement, any Certificate registered in the name of the       
Depositor or any affiliate of the Depositor shall be deemed not to be           
Outstanding and the Voting Interest evidenced thereby shall not be taken into   
account in determining whether the requisite amount of Voting Interests         
necessary to effect such consent has been obtained; provided that if any such   
Person (including the Depositor) owns 100% of the Voting Interests evidenced    
by a Class of Certificates, such Certificates shall be deemed to be             
Outstanding for purposes of any provision hereof (other than the second         
sentence of Section 10.01 hereof) that requires the consent of the Holders of   
Certificates of a particular Class as a condition to the taking of any action   
hereunder. The Trustee is entitled to rely conclusively on a certification of   
the Depositor or any affiliate of the Depositor in determining which            
Certificates are registered in the name of an affiliate of the Depositor.       

Certification Party:  As defined in Section 11.05.      

Certifying Person:  As defined in Section 11.05.        

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

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

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

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

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

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

       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 Net Swap        
Payment payable to the Swap Counterparty with respect to such Distribution      
Date times a fraction, the numerator of which is equal to 360 and the           
denominator of which is equal to the actual number of days in the related       
Accrual Period and (2) any Swap Termination Payment payable to the Swap         
Counterparty for such Distribution Date                                         

12  

EX-4.1
19th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 19th
(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 Principal       
Remittance Amount for Loan Group 1 and the denominator of which is the sum of   
the Principal Remittance Amounts for both Loan Groups.                          

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

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

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

          Class 2-A  Certificate:  Any  Class  2-A-1,  Class  2-A-2 or Class
2-A-3 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 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 Net Swap        
Payment payable to the Swap Counterparty with respect to such Distribution      
Date times a fraction, the numerator of which is equal to 360 and the           
denominator of which is equal to the actual number of days in the related       
Accrual Period and (2) any Swap Termination Payment payable to the Swap         
Counterparty for such Distribution Date (other than a Swap Termination Payment  
due to a Swap Counterparty Trigger Event) and (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.                 

13  

EX-4.1
20th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 20th
    Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution        
Target Amount and (y) a fraction, the numerator of which is the Principal       
Remittance Amount for Loan Group 2 and the denominator of which is the sum of   
the Principal Remittance Amounts for both Loan Groups.                          

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

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

         Class A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal        
Balance of the Class A Certificates immediately prior to such Distribution      
Date, over (2) the lesser of (x) 62.40% of the aggregate Stated Principal       
Balance of the Mortgage Loans for such Distribution Date and (y) the aggregate  
Stated Principal Balance of the Mortgage Loans for such Distribution Date       
minus the OC Floor.                                                             

     Class B Certificate: Any Certificate designated as a "Class B
Certificate" on the face thereof, in the form of Exhibit A-14 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.                    

14  

EX-4.1
21st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 21st
         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 P Certificate: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the form of Exhibit B hereto,              
representing the right to distributions as set forth herein.                    

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

Closing Date:  March 29, 2006.                          

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

Collateral Schedule:  Schedule II hereto.               

      Combined Class M-1 and M-2 Principal Distribution Amount: With
respect to any Distribution Date means 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 and Class  
M-2 Certificates immediately prior to the Distribution Date over (2) the        
lesser of (a) 79.30% 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 and Class M-2 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.                                                         

15  

EX-4.1
22nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 22nd
         Confirmation: The confirmation, reference number 1126878B, with a
trade date of March 20, 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 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 the Mortgage Insurance Policy.                     

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

     Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.08 in     
the name of the Trustee for the benefit of the Certificateholders and           
designated "The Bank of New York in trust for registered Holders of CWABS,      
Inc., Asset-Backed Certificates, Series 2006-6". 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.                                                              

16  

EX-4.1
23rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 23rd
        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.        

     Cross-Over Situation: For any Distribution Date and each Loan
Group (after taking into account principal distributions on such Distribution   
Date), a situation in which the R-2-A and R-2-B Interests corresponding to any  
Loan Group are in the aggregate less than 1% of the Subordinate Component       
Balance of the Loan Group to which they correspond.                             

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

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

           April 2008 -- March 2009..........1.40% with respect to April
                                          2008, plus an additional
                                          1/12th of 1.75% for each
                                          month thereafter through
                            March 2009
           April 2009 -- March 2010..........3.15% with respect to April
                                          2009, plus an additional
                                          1/12th of 1.85% for each
                                          month thereafter through
                            March 2010
           April 2010 -- March 2011..........5.00% with respect to April
                                          2010, plus an additional
                                          1/12th of 1.50% for each
                                          month thereafter through
                            March 2011
           April 2011 -- March 2012..........6.50% with respect to April
                                          2011, plus an additional
                                          1/12th of 0.25% for each
                                          month thereafter through
                            March 2012
April 2012 and thereafter........ 6.75%           

        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.                                               

17  

EX-4.1
24th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 24th
    Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the close of business on the Cut-off     
Date after application of all payments of principal due on or prior to the      
Cut-off Date, whether or not received, and all Principal Prepayments received   
on or prior to the Cut-off Date, but without giving effect to any installments  
of principal received in respect of Due Dates after the Cut-off Date.           

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

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

Definitive Certificates:  As defined in Section 5.06.   

     Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage Loans hereto set forth on Exhibit F-2    
hereof for which all or a portion of a related Mortgage File is not delivered   
to the 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                                        

18  

EX-4.1
25th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 25th
Senior Enhancement Percentage for such Distribution Date and (y) the            
applicable percentage listed below for the most senior Class of                 
Interest-Bearing Certificates:                                                  

          Class             Percentage
 Class A..............        43.00%
 Class M-1............        65.75%
 Class M-2............        78.00%
 Class M-3............        94.00%
 Class M-4............       116.25%
 Class M-5............       148.25%
 Class M-6............       199.50%
 Class M-7............       265.00%
 Class M-8............       384.75%
 Class B..............       734.75%

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

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

          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.   

19  

EX-4.1
26th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 26th
      Determination Date: With respect to any Distribution Date, the
15th day of the month of such Distribution Date or, if such 15th day is not a   
Business Day, the immediately preceding Business Day.                           

       Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the        
Trustee for the benefit of the Certificateholders and designated "The Bank of   
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed          
Certificates, Series 2006-6". Funds in the Distribution Account shall be held   
in trust for the Certificateholders for the uses and purposes set forth in      
this Agreement.                                                                 

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

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

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

     Due 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                                                  

20  

EX-4.1
27th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 27th
letter from each Rating Agency to the Trustee. Eligible Accounts may bear       
interest, and may include, if otherwise qualified under this definition,        
accounts maintained with the Trustee.                                           

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

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

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

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

Escrow Account:  As defined in Section 3.06 hereof.     

Event of Default:  As defined in Section 7.01 hereof.   

         Excess Cashflow: With respect to any Distribution Date the sum of
(i) the amount remaining after the distribution of interest to                  
Certificateholders for such Distribution Date pursuant to Section               
4.04(a)(iv)(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)(B)(iii) and (iii) the Overcollateralization     
Reduction Amount for such Distribution Date.                                    

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                                                      

21  

EX-4.1
28th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 28th
applicable Mortgage Insurance Premium Rate and (iv) with respect to any         
Mortgage Loan covered by a lender paid mortgage insurance policy (other than    
the Mortgage Insurance Policy), the related mortgage insurance premium rate.    

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

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

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

         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) May 12, 2006.                                        

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

22  

EX-4.1
29th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 29th
         Group 1 Mortgage Loans: The group of Mortgage Loans identified in
the related Mortgage Loan Schedule as "Group 1 Mortgage Loans", including in    
each case any Mortgage Loans delivered in replacement thereof.                  

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

       Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans   
on the Closing Date, which shall equal $17,318,786.45.                          

         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 $162,708,593.50.                         

      Group Tax Net Rate Cap. With respect to Loan Group 1, the Loan
Group 1 Tax Net Rate Cap (as defined in the Preliminary Statement) and with     
respect to Loan Group 2, the Loan Group 2 Tax Net Rate Cap (as defined in the   
Preliminary Statement).                                                         

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

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

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

23  

EX-4.1
30th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 30th
Cut-off Date Principal Balance thereof and (ii) interest on the Initial         
Mortgage Loans due after the Initial Cut-off Date and received by the Master    
Servicer before the Closing Date.                                               

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

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

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

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

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

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

          Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
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, March 27, 2006. With respect to   
any Accrual Period for the                                                      

24  

EX-4.1
31st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 31st
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 and the Mortgage Insurance Premium for such Distribution     
Date allocable to such Loan Group, plus the Adjusted Replacement Upfront        
Amount, if any, allocable to such Loan Group.                                   

         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  Credit   Support   Annex:   The   International   Swaps  and
Derivatives Association,  Inc. form of Credit Support Annex, dated as of March  
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                                   

25  

EX-4.1
32nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 32nd
subject to the related Mortgage and any security agreements and as to which     
the Master Servicer has certified in the related Prepayment Period that it has  
received all amounts it expects to receive in connection with such              
liquidation.                                                                    

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

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

Loan Group 1:  The Group 1 Mortgage Loans.              

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

Loan Group 2:  The Group 2 Mortgage Loans.              

          Loan  Group 2 Tax Net Rate  Cap:  As  defined  in the  Preliminary
Statement.                                                                      

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

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

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

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

------------------------------------------------------  
        Class              Margin (1) Margin (2)
------------------------------------------------------  
Class 1-A-1................      0.170%     0.340%      
------------------------------------------------------  
Class 1-A-1M...............      0.270%     0.540%      
------------------------------------------------------  
Class 2-A-1................      0.070%     0.140%      
------------------------------------------------------  
Class 2-A-2................      0.180%     0.360%      
------------------------------------------------------  

26  

EX-4.1
33rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 33rd
------------------------------------------------------  
        Class              Margin (1) Margin (2)
------------------------------------------------------  
Class 2-A-3................      0.280%     0.560%      
------------------------------------------------------  
Class M-1..................      0.320%     0.480%      
------------------------------------------------------  
Class M-2..................      0.390%     0.585%      
------------------------------------------------------  
Class M-3..................      0.490%     0.735%      
------------------------------------------------------  
Class M-4..................      0.520%     0.780%      
------------------------------------------------------  
Class M-5..................      0.590%     0.885%      
------------------------------------------------------  
Class M-6..................      1.150%     1.725%      
------------------------------------------------------  
Class M-7..................      1.300%     1.950%      
------------------------------------------------------  
Class M-8..................      2.300%     3.450%      
------------------------------------------------------  
Class B....................      3.000%     4.500%      
------------------------------------------------------  

(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.                                      

     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.                                                             

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

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

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

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

27  

EX-4.1
34th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 34th
  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 Co-Trustee to be added to the Mortgage File pursuant to this   
Agreement.                                                                      

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

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

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

          Mortgage  Insurer:  PMI Mortgage  Insurance Co. or any replacement
Mortgage Insurer, as applicable.                                                

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

(i)   the loan number;                      

(ii)  the Loan Group;                       

(iii) the Appraised Value;                  

28  

EX-4.1
35th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 35th
(iv)  the Initial Mortgage Rate;            

(v)   the maturity date;                    

(vi)  the original principal balance;       

(vii) the Cut-off Date Principal Balance;   

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

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

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

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

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

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

(xiv) the purpose of the Mortgage Loan;     

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

          (a) the frequency of each Adjustment Date;

(b) the next Adjustment Date;   

(c) the Maximum Mortgage Rate;  

(d) the Minimum Mortgage Rate;  

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

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

(g) the Gross Margin;           

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

29  

EX-4.1
36th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 36th
             (xvii) a code indicating whether the Mortgage Loan is a CHL
                    Mortgage Loan, a Park Monaco Mortgage Loan or a Park
Sienna Mortgage Loan;           

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

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

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

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

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

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

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

       Mortgaged Property: The underlying property securing a Mortgage
Loan.                                                                           

Mortgagor: The obligors on a Mortgage Note.             

         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.          

30  

EX-4.1
37th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 37th
       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 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                                    

31  

EX-4.1
38th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 38th
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 4.82188% 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 officer, employee, promoter,         
underwriter, trustee, partner, director or person performing similar            
functions.                                                                      

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

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

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

OTS:  The Office of Thrift Supervision.                 

32  

EX-4.1
39th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 39th
          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 1.10% of   
the sum of the aggregate Cut-off Date Principal Balance of the Initial          
Mortgage Loans and the Pre-Funded Amount and (b) on or after the Stepdown       
Date, the greater of (i) an amount equal to 2.20% of the aggregate Stated       
Principal Balance of the Mortgage Loans for the current Distribution Date and   
(ii) the OC Floor; provided, however, that if a Trigger Event is in effect on   
any Distribution Date, the Overcollateralization Target Amount will be the      
Overcollateralization Target Amount as in effect for the prior Distribution     
Date.                                                                           

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

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

33  

EX-4.1
40th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 40th
      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 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 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 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                                                    

34  

EX-4.1
41st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 41st
      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                                             

             (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                                                         

35  

EX-4.1
42nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 42nd
interest payments with respect to such instrument provide a yield to maturity   
of greater than 120% of the yield to maturity at par of such underlying         
obligations, or (B) if it may be redeemed at a price below the purchase price   
(the foregoing clause (B) not to apply to investments in units of money market  
funds pursuant to clause (vii) above); provided further that no amount          
beneficially owned by any REMIC (including, without limitation, any amounts     
collected by the Master Servicer but not yet deposited in the Certificate       
Account) may be invested in investments (other than money market funds)         
treated as equity interests for Federal income tax purposes, unless the Master  
Servicer shall receive an Opinion of Counsel, at the expense of Master          
Servicer, to the effect that such investment will not adversely affect the      
status of any such REMIC as a REMIC under the Code or result in imposition of   
a tax on any such REMIC. Permitted Investments that are subject to prepayment   
or call may not be purchased at a price in excess of par.                       

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

 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                                                  

36  

EX-4.1
43rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 43rd
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 Net Rate 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 $180,027,379.95.                         

      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 2006-6." 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.                 

       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

37  

EX-4.1
44th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 44th
              (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 month in which such Distribution Date       
occurs (or, with respect to the first Distribution Date, the period beginning   
with the opening of business on the day immediately following the Initial       
Cut-off Date) 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                                                             

38  

EX-4.1
45th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 45th
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 Relocation Payment: A payment from any Loan Group to a
REMIC 2 Interest other than a Regular Interest corresponding to that Loan       
Group as provided in the Preliminary Statement. Principal Relocation Payments   
shall be made of principal allocations comprising the Principal Remittance      
Amount from a Loan Group and shall include a proportionate allocation of        
Realized Losses from the Mortgage Loans of such Loan Group.                     

          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 2006-6". Funds in the Principal Reserve Fund shall be      
held in trust for the Certificateholders for the uses and purposes set forth    
in this Agreement.                                                              

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

       Prospectus: The prospectus dated February 23, 2006, relating to
asset-backed securities to be sold by the Depositor.                            

        Prospectus Supplement: The prospectus supplement dated March 27,
2006, relating to the public offering of the certain Classes of Certificates    
offered thereby.                                                                

39  

EX-4.1
46th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 46th
PTCE 95-60: As defined in Section 5.02(b).              

PUD: A Planned Unit Development.                        

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

        Rating Agency: Each of Moody's and S&P. If any such organization
or its successor is no longer in existence, "Rating Agency" shall be a          
nationally recognized statistical rating organization, or other comparable      
Person, 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 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. With respect to each Mortgage Loan  
that has become the subject of a Debt Service Reduction and any Distribution    
Date, the amount, if any, by which the related Scheduled Payment was reduced.   

  Record Date: With respect to any Distribution Date and the
Interest-Bearing Certificates, the Business Day immediately preceding such      
Distribution Date, or if such Certificates are no longer Book-Entry             
Certificates, the last Business Day of the month preceding the month of such    
Distribution Date. With respect to the Class A-R, Class C and Class P           
Certificates, the last Business Day of the month preceding the month of a       
Distribution Date.                                                              

40  

EX-4.1
47th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 47th
    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.                                                                   

 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.                                                        

41  

EX-4.1
48th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 48th
          Replacement Mortgage Loan: A Mortgage Loan substituted by a Seller
for a Deleted Mortgage Loan which must, on the date of such substitution, as    
confirmed in a Request for File Release, (i) have a Stated Principal Balance,   
after deduction of the principal portion of the Scheduled Payment due in the    
month of substitution, not in excess of, and not less than 90% of the Stated    
Principal Balance of the Deleted Mortgage Loan; (ii) with respect to any Fixed  
Rate Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per   
annum higher than the Mortgage Rate of the Deleted Mortgage Loan and, with      
respect to any Adjustable Rate Mortgage Loan: (a) have a Maximum Mortgage Rate  
no more than 1% per annum higher or lower than the Maximum Mortgage Rate of     
the Deleted Mortgage Loan; (b) have a Minimum Mortgage Rate no more than 1%     
per annum higher or lower than the Minimum Mortgage Rate of the Deleted         
Mortgage Loan; (c) have the same Index and intervals between Adjustment Dates   
as that of the Deleted Mortgage Loan; (d) have a Gross Margin not more than 1%  
per annum higher or lower than that of the Deleted Mortgage Loan; and (e) have  
an Initial Periodic Rate Cap and a Subsequent Periodic Rate Cap each not more   
than 1% lower than that of the Deleted Mortgage Loan; (iii) have the same or    
higher credit quality characteristics than that of the Deleted Mortgage Loan;   
(iv) be accruing interest at a rate not more than 1% per annum higher or lower  
than that of the Deleted Mortgage Loan; (v) have a Loan-to-Value Ratio no       
higher than that of the Deleted Mortgage Loan; (vi) have a remaining term to    
maturity not greater than (and not more than one year less than) that of the    
Deleted Mortgage Loan; (vii) not permit conversion of the Mortgage Rate from a  
fixed rate to a variable rate or vice versa; (viii) provide for a Prepayment    
Charge on terms substantially similar to those of the Prepayment Charge, if     
any, of the Deleted Mortgage Loan; (ix) have the same occupancy type and lien   
priority as the Deleted Mortgage Loan; (x) be covered by the Mortgage           
Insurance Policy if the Deleted Mortgage Loan was covered by the Mortgage       
Insurance Policy; and (xi) comply with each representation and warranty set     
forth in Section 2.03 as of the date of substitution; provided, however, that   
notwithstanding the foregoing, to the extent that compliance with clause (xi)   
of this definition would cause a proposed Replacement Mortgage Loan to fail to  
comply with one or more of clauses (i), (ii), (iv), (viii) and/or (ix) of this  
definition, then such proposed Replacement Mortgage Loan must comply with       
clause (xi) and need not comply with one or more of clauses (i), (ii), (iv),    
(viii) and/or (ix), to the extent, and only to the extent, necessary to assure  
that the Replacement Mortgage Loan otherwise complies with clause (xi).         

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

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

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

   (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                                                       

42  

EX-4.1
49th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 49th
Servicer, any Subservicer, the Trustee, the Swap Counterparty, any enhancement  
or support provider contemplated by Items 1114(b) or 1115 of Regulation AB, or  
any other material party contemplated by Item 1101(d)(1) of Regulation AB;      

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

(e) any amendment to this Agreement;                    

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

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

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

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

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

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

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

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

43  

EX-4.1
50th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 50th
         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 with respect to the Covered Mortgage Loans, the       
Mortgage Insurance Policy.                                                      

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

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

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

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

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

   Sarbanes-Oxley Certification:  As defined in Section 11.05.

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

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

         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 April 2006, May 2006 and June 2006 is the sum of:  

  (a) the product of: (1) the excess of the aggregate Stated
Principal Balance for such Distribution Date of all the Mortgage Loans in the   
Mortgage Pool (including the Subsequent Mortgage Loans, if any) owned by the    
Trust Fund at the beginning of the related                                      

44  

EX-4.1
51st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 51st
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 lesser of:                                      

                    (i) 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; and                                                 

                     (ii) the excess of (x) the amount of Current Interest
and Interest Carry Forward Amount due and payable on the Interest-Bearing       
Certificates for such Distribution Date, over (y) the sum of (1) Interest       
Funds (less any portion of Interest Funds allocated to the Swap Trust to cover  
any Net Swap Payment due to the Swap Counterparty with respect to such          
Distribution Date) otherwise available to pay the amount specified in clause    
(b)(ii)(x) (after giving effect to the addition of any amounts in clause (a)    
of this definition of Seller Shortfall Interest Requirement to Interest Funds   
for such Distribution Date) and (2) any Net Swap Payment received by the Swap   
Contract Administrator from the Swap Counterparty for such Distribution Date    
and allocated to the Swap Trust to pay Current Interest and Interest Carry      
Forward Amounts on the Interest-Bearing Certificates for such Distribution      
Date.                                                                           

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

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

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

45  

EX-4.1
52nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 52nd
      Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB.                                                       

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

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

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

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

46  

EX-4.1
53rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 53rd
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
on which the aggregate Certificate Principal Balance of the Senior              
Certificates is reduced to zero, and (b) the later to occur of (x) the          
Distribution Date in April 2009 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 62.40% 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 and Class M-2                
Certificates), the respective percentage indicated in the following table:      

                                   Stepdown Target
                                   Subordination
                                  Percentage
                                   ---------------
Class M-3....................           17.20%    
Class M-4....................           13.90%    
Class M-5....................           10.90%    
Class M-6....................            8.10%    
Class M-7....................            6.10%    
Class M-8....................            4.20%    
Class B......................            2.20%    

        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 and Class B               
Certificates.                                                                   

        Subordinate Class Principal Distribution Amount: With respect to
any Distribution Date and any Class of Subordinate Certificates (other than     
the Class M-1 and Class M-2 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 and     
Class M-2 Certificates (after taking into account distribution of the Combined  
Class M-1 and M-2 Principal Distribution Amount for such Distribution Date),    
(c) the aggregate Certificate Principal Balance of any Class(es) of             
Subordinate Certificates (other than the Class M-1 and Class M-2 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                                            

47  

EX-4.1
54th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 54th
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 Component Balance: With respect to any Distribution
Date and for each of Loan Group 1 and Loan Group 2, the excess of the           
aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as  
of the first day of the related Due Period (after giving effect to Principal    
Prepayments received in the Prepayment Period ending during such Due Period)    
over the aggregate Certificate Principal Balance of the Class 1-A Certificates  
in the case of Loan Group 1 and the aggregate Certificate Principal Balance of  
the Class 2-A Certificates in the case of Loan Group 2, in each case            
immediately prior to that Distribution Date.                                    

       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 and the amount on deposit in the       
Pre-Funding Account in respect of that Loan Group over the outstanding          
Certificate Principal Balance of the related Senior Certificates.               

      Subordinate Tax Net Rate Cap: With respect to any Distribution
Date and each Class of Subordinate Certificates, the weighted average of the    
Loan Group 1 Tax Net Rate Cap and the Loan Group 2 Tax 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 and the       
amount on deposit in the Pre-Funding Account in respect of that Loan Group      
over the outstanding Certificate Principal Balance of the related Senior        
Certificates.                                                                   

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

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

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

48  

EX-4.1
55th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 55th
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.                                                                

49  

EX-4.1
56th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 56th
         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.                                                                      

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

 Swap Counterparty:  Barclays Bank PLC and its successors.

          Swap Contract  Termination  Date:  The  Distribution  Date in July
2010.                                                                           

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

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

Swap Trust:  The trust fund established by Section 4.09.

Swap Trustee: The Bank of New York, a New York banking  
corporation, not in its individual capacity, but solely in its capacity as      
trustee for the benefit of the Holders of the 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,
REMIC 1 and REMIC 2, the Class A-R Certificate with a Denomination of $0.05     
and in the form of Exhibit E hereto.                                            

50  

EX-4.1
57th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 57th
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, 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 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                                           

51  

EX-4.1
58th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 58th
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.                                                            

Underwriter:  Countrywide Securities Corporation.       

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

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                                                                  

52  

EX-4.1
59th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 59th
regulation as amended from time to time and include any successor law or        
regulation; (f) references to any agreement refer to that agreement as amended  
from time to time; and (g) references to any Person include that Person's       
permitted successors and assigns.                                               

ARTICLE II.   
CONVEYANCE OF MORTGAGE LOANS; 
REPRESENTATIONS AND WARRANTIES  

Section 2.01 Conveyance of Mortgage Loans.              

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

     Immediately upon the conveyance of the Initial Mortgage Loans
referred to in the preceding paragraph, the Depositor 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       
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.                                            

53  

EX-4.1
60th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 60th
        Immediately upon the conveyance of the Subsequent Mortgage Loans
referred to in the preceding paragraph, the Depositor sells, transfers,         
assigns, sets over and otherwise conveys to the Trustee for benefit of the      
Certificateholders, without recourse, all right title and interest in the       
Subsequent Mortgage Loans.                                                      

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

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

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

                    (1) the Trustee and the Underwriter 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;       

54  

EX-4.1
61st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 61st
                (6) no Subsequent Mortgage Loan conveyed on such
Subsequent Transfer Date was 30 or more days delinquent;            

              (7) following the conveyance of the Subsequent
   Mortgage Loans on such Subsequent Transfer Date, the characteristics of
 each Loan Group will not vary by more than the amount specified below
(other than the percentage of Mortgage Loans secured by Mortgaged   
    Properties located in the State of California, which will not exceed 50%
   of the Mortgage Pool and the percentage of mortgage loans in the Credit
Grade Categories of "C" or below, which will not exceed 10% 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
                                                                 Variance or
Characteristic                                       Value            Range     
--------------------------                         ---------       ------------ 
Average Stated Principal Balance............       $179,212            10%      
Weighted Average Mortgage Rate..............        8.200%            0.10%     
Weighted Average Original Loan-to-Value Ratio       80.00%             3%       
Weighted Average Remaining Term to Maturity.      358 months        3 months    
Weighted Average Credit Bureau Risk Score...      602 points        5 points    

Loan Group 2                                                                    
                                                                   Permitted
                                                                 Variance or
Characteristic                                       Value            Range     
--------------------------                         ---------       ------------ 
Average Stated Principal Balance............       $180,235            10%      
Weighted Average Mortgage Rate..............        8.470%            0.10%     
Weighted Average Original Loan-to-Value Ratio       76.57%             3%       
Weighted Average Remaining Term to Maturity.      358 months        3 months    
Weighted Average Credit Bureau Risk Score...      606 points        5 points    

                     (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 Underwriter 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                                             

55  

EX-4.1
62nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 62nd
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 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                                                    

56  

EX-4.1
63rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 63rd
  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 2006-6, CWABS, Inc., by The
          Bank of New York, a New York banking corporation, as trustee under
      the Pooling and Servicing Agreement dated as of March 1, 2006,
      without recourse" or a copy of such assignment, with recording
 information, (each such assignment, when duly and validly
        completed, to be in recordable form and sufficient to effect the
     assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);             

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

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

                      (vi) the original or duplicate original lender's title
      policy or a copy of lender's title policy or a printout of the
          electronic equivalent and all riders thereto or, in the event such
          original title policy has not been received from the insurer, 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      

57  

EX-4.1
64th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 64th
not, alter the codes referenced in this paragraph with respect to any Mortgage  
Loan during the term of this Agreement unless and until such Mortgage Loan is   
repurchased in accordance with the terms of this Agreement.                     

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

          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     
(a) the State of California or (b) any other 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 and a copy to the Rating Agencies, 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                                                     

58  

EX-4.1
65th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 65th
Mortgage Loan other than a MERS Mortgage Loan, the procedures of the preceding  
sentence shall be applicable only so long as the related Mortgage File is       
maintained in the possession of the Co-Trustee in the State or jurisdiction     
described in such sentence. In the event that with respect to Mortgage Loans    
other than MERS Mortgage Loans (I) any Seller, the Depositor, the Master        
Servicer or the NIM Insurer gives written notice to the Trustee that recording  
is required to protect the right, title and interest of the Trustee on behalf   
of the Certificateholders in and to any Mortgage Loan, (II) a court             
recharacterizes any sale of the Mortgage Loans as a financing, or (III) as a    
result of any change in or amendment to the laws of the State or jurisdiction   
described in the first sentence of this paragraph or any applicable political   
subdivision thereof, or any change in official position regarding application   
or interpretation of such laws, including a holding by a court of competent     
jurisdiction, such recording is so required, the Co-Trustee shall complete the  
assignment in the manner specified in clause (iii) above and CHL shall submit   
or cause to be submitted for recording as specified above or, should CHL fail   
to perform such obligations, the Trustee shall cause the Master Servicer, at    
the Master Servicer's expense, to cause each such previously unrecorded         
assignment to be submitted for recording as specified above. In the event a     
Mortgage File is released to the Master Servicer as a result of the Master      
Servicer's having completed a Request for Document Release, the Trustee shall   
complete the assignment of the related Mortgage in the manner specified in      
clause (iii) above.                                                             

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

  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                                                   

59  

EX-4.1
66th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 66th
shall have five (5) Business Days to cure such failure to deliver. CHL shall    
promptly provide each Rating Agency with written notice of any cure,            
repurchase or substitution made pursuant to the proviso of the preceding        
sentence. On or before the thirtieth (30th) day (or if such thirtieth day is    
not a Business Day, the succeeding Business Day) after the Closing Date (in     
the case of Initial Mortgage Loans) or within twenty days after the related     
Subsequent Transfer Date (in the case of Subsequent Mortgage Loans), the        
Trustee shall, in accordance with the provisions of Section 2.02, send a Delay  
Delivery Certification substantially in the form annexed hereto as Exhibit G-3  
(with any applicable exceptions noted thereon) for all Delay Delivery Mortgage  
Loans delivered within thirty (30) days after such date. The Trustee will       
promptly send a copy of such Delay Delivery Certification to each Rating        
Agency.                                                                         

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

 Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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

        The Trustee agrees to execute and deliver on the Closing Date to
the Depositor, the Master Servicer 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                       

60  

EX-4.1
67th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 67th
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 Co-Trustee or    
the 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 and CHL (on behalf of each        
Seller), and to any Certificateholder that so requests, a Final Certification   
with respect to the Initial Mortgage Loans substantially in the form annexed    
hereto as Exhibit H, with any applicable exceptions noted thereon.              

        In connection with the Trustee's completion and delivery of such
Final Certification, the Co-Trustee, at the Trustee's direction, 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;             

61  

EX-4.1
68th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 68th
                    (iv) the original recorded assignment or assignments
     of the Mortgage or a copy of such assignments, with recording
      information, together with all interim recorded assignments of
   such Mortgage or a copy of such assignments, with recording
          information (in each case noting the presence of a MIN in the case
of each MERS Mortgage Loan);                            

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

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

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

62  

EX-4.1
69th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 69th
promptly deliver to the Co-Trustee, upon the execution or receipt thereof, the  
originals of such other documents or instruments constituting the Mortgage      
File that come into the possession of such Seller from time to time.            

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

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

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

          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,                                                      

63  

EX-4.1
70th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 70th
enforceable or appropriate for the represented purpose or that they have        
actually been recorded in the real estate records or that they are other than   
what they purport to be on their face.                                          

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

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

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

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

                  (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.           

64  

EX-4.1
71st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 71st
  If, in the course of such review, the Co-Trustee finds any
document or documents constituting a part of such Mortgage File that do not     
meet the requirements of clauses (i)-(iv) and (vi) above, the Trustee shall     
include such exceptions in such Final Certification (and the Trustee shall      
state in such Final Certification whether any Mortgage File does not then       
include the original or duplicate original lender's title policy or a printout  
of the electronic equivalent and all riders thereto). If the public recording   
office in which a Mortgage or assignment thereof is recorded retains the        
original of such Mortgage or assignment, a copy of the original Mortgage or     
assignment so retained, with evidence of recording thereon, certified to be     
true and complete by such recording office, shall be deemed to satisfy the      
requirements of clause (ii), (iii) or (iv) above, as applicable. CHL shall      
promptly correct or cure such defect referred to above within 90 days from the  
date it was so notified of such defect and, if CHL does not correct or cure     
such defect within such period, CHL shall either (A) if the time to cure such   
defect expires prior to the end of the second anniversary of the Closing Date,  
substitute for the related Subsequent Mortgage Loan a Replacement Mortgage      
Loan, which substitution shall be accomplished in the manner and subject to     
the conditions set forth in Section 2.03, or (B) purchase such Subsequent       
Mortgage Loan from the Trust Fund within 90 days from the date CHL was          
notified of such defect in writing at the Purchase Price of such Subsequent     
Mortgage Loan; provided that any such substitution pursuant to (A) above or     
repurchase pursuant to (B) above shall not be effected prior to the delivery    
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and    
any substitution pursuant to (A) above shall not be effected prior to the       
additional delivery to the Trustee of a Request for File Release. No            
substitution will be made in any calendar month after the Determination Date    
for such month. The Purchase Price for any such Subsequent Mortgage Loan shall  
be deposited by CHL in the Certificate Account and, upon receipt of such        
deposit and Request for File Release with respect thereto, the Trustee shall    
release the related Mortgage File to CHL and shall execute and deliver at       
CHL's request such instruments of transfer or assignment as CHL has prepared,   
in each case without recourse, as shall be necessary to vest in CHL, or a       
designee, the Trustee's interest in any Subsequent Mortgage Loan released       
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a      
Subsequent Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer      
shall cause MERS to execute and deliver an assignment of the Mortgage in        
recordable form to transfer the Mortgage from MERS to CHL and shall cause such  
Mortgage to be removed from registration on the MERS(R) System in accordance    
with MERS' rules and regulations.                                               

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

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

65  

EX-4.1
72nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 72nd
      Section 2.03  Representations, Warranties and Covenants of the
    Master Servicer and the Sellers.

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

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

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

           (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                                             

66  

EX-4.1
73rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 73rd
      having jurisdiction over it which breach or violation may materially
    impair the Master Servicer's ability to perform or meet any of its
obligations under this Agreement.                             

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

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

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

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

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

67  

EX-4.1
74th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 74th
      Loan, to sell the CHL Mortgage Loans in accordance with the terms of
      this Agreement and each Subsequent Transfer Agreement and to perform
       any of its other obligations under this Agreement and each Subsequent
     Transfer Agreement in accordance with the terms hereof and thereof.

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

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

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

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

68  

EX-4.1
75th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 75th
           (6) No consent, approval, authorization or order of any
     court or governmental agency or body is required for the execution,
     delivery and performance by CHL of, or compliance by CHL with, this
       Agreement or any Subsequent Transfer Agreement or the consummation of
the transactions contemplated hereby, or if any such consent, 
    approval, authorization or order is required, CHL has obtained the
same.                                                         

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

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

              (9) None of the Mortgage Loans is delinquent in payment of
principal and interest.                                       

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

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

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

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

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

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

69  

EX-4.1
76th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 76th
          (16) As of the Closing Date in the case of the Initial
      Mortgage Loans and as of the related Subsequent Transfer Date in the
case of the Subsequent Mortgage Loans, to the best of CHL's   
      knowledge, each Mortgaged Property is free of material damage and is
in good repair.                                               

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

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

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

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

               (21) To the best of CHL's knowledge, no improvement located
   on or being part of the Mortgaged Property is in violation of any
      applicable zoning law or regulation. To the best of CHL's knowledge,
   all inspections, licenses and certificates 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                  

70  

EX-4.1
77th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 77th
    obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such 
     Mortgaged Property, and the Mortgaged Property is lawfully occupied
under applicable law.                                         

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

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

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

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

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

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

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

71  

EX-4.1
78th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 78th
            (29) There is no pledged account or other security other
than real estate securing the Mortgagor's obligations.        

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

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

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

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

              (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                                                   

72  

EX-4.1
79th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 79th
    Loan Group 2 respectively, are secured by owner-occupied Mortgaged
Properties that are primary residences.                       

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

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

               (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.

73  

EX-4.1
80th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 80th
           (42) Each Mortgage Loan is being serviced by the Master
Servicer.                                                     

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

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

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

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

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

               (48) The Mortgage Rates borne by the Initial Mortgage Loans
in Loan Group 1 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.                                          

74  

EX-4.1
81st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 81st
        (49) The Mortgage Loans were selected from among the
  outstanding one- to four-family mortgage loans in the applicable
Seller's portfolio at the Closing Date as to which the        
  representations and warranties made as to the Mortgage Loans set
       forth in this Section 2.03(b) and Sections 2.03(c) and 2.03(d) can be
     made. No selection was made in a manner that would adversely affect
the interests of Certificateholders.                          

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

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

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

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

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

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

75  

EX-4.1
82nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 82nd
    loan documents, whether such origination and servicing was done by
 the applicable Seller, its affiliates, or any third party which
      originated the Mortgage Loan on behalf of, or sold the Mortgage Loan
  to, any of them, or any servicing agent of any of the foregoing.

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

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

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

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

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

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

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

76  

EX-4.1
83rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 83rd
                (65) No Mortgagor has notified CHL or the Master Servicer on
    CHL's behalf, and CHL has no knowledge, of any relief requested or
     allowed to a Mortgagor under the Relief Act or any similar state or
local law.                                                    

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

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

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

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

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

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

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

               (73) No Mortgage Loan in the Trust Fund is a High Cost Loan
  or Covered Loan, as applicable (as such terms are defined in the
then-current Standard & Poor's LEVELS(R) Glossary which is now
   Version 5.6(c), Appendix E) and no Mortgage Loan originated on or
after October 1, 2002 through March 6, 2003 is governed by the
Georgia Fair Lending Act.                                     

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

77  

EX-4.1
84th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 84th
           (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) Each Mortgage Loan in Loan Group 1 is in compliance with
        the anti-predatory lending eligibility for purchase requirements
of Fannie Mae's Selling Guide;                          

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

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

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

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

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

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

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

78  

EX-4.1
85th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 85th
              (ix) No Mortgage Loan in Loan Group 1 is a "High-Cost Home
   Loan" as defined in the New Mexico Home Loan Protection Act
     effective January 1, 2004 (N.M. Stat. Ann. ss.ss. 58-21A-1 et
seq.);                                                  

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

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

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

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

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

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

                (xvi) With respect to any Mortgage Loan in Loan Group 1 that
      contains a provision permitting imposition of a premium upon a
          prepayment prior to maturity: (i) prior to the loan's origination,
      the borrower agreed to such premium in exchange for a monetary
      benefit, including but not limited to a rate or fee reduction,
          (ii) prior to the loan's origination, the borrower was offered the
        option of obtaining a mortgage loan that did not require payment
       of such a premium, (iii) the prepayment premium is disclosed to
the borrower in the loan documents                      

79  

EX-4.1
86th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 86th
    pursuant to applicable state and federal law, (iv) for loans
     originated on or after September 1, 2004, the duration of the
        prepayment period shall not exceed three (3) years from the date
          of the note, unless the loan was modified to reduce the prepayment
        period to no more than three years from the date of the note and
 the borrower was notified in writing of such reduction in
       prepayment period, and (v) notwithstanding any state or federal
      law to the contrary, the Master Servicer shall not impose such
    prepayment premium in any instance when the mortgage debt is
         accelerated as the result of the borrower's default in making the
loan payments;                                          

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

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

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

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

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

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

80  

EX-4.1
87th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 87th
               (1) Park Monaco is duly organized as a Delaware corporation
    and is validly existing and in good standing under the laws of the
    State of Delaware and is duly authorized and qualified to transact
any and all business contemplated by this Agreement and each  
     Subsequent Transfer Agreement to be conducted by Park Monaco in any
     state in which a Mortgaged Property securing a Park Monaco Mortgage
      Loan is located or is otherwise not required under applicable law to
    effect such qualification and, in any event, is in compliance with
       the doing business laws of any such state, to the extent necessary to
       ensure its ability to enforce each Park Monaco Mortgage Loan, to sell
     the Park Monaco Mortgage Loans in accordance with the terms of this
     Agreement and each Subsequent Transfer Agreement and to perform any
      of its other obligations under this Agreement in accordance with the
terms hereof.                                                 

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

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

81  

EX-4.1
88th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 88th
        (4) No litigation is pending or, to the best of Park
Monaco's knowledge, threatened, against Park Monaco that would
materially and adversely affect the execution, delivery or    
       enforceability of this Agreement or any Subsequent Transfer Agreement
      or the ability of Park Monaco to sell the Park Monaco Mortgage Loans
    or to perform any of its other obligations under this Agreement or
       any Subsequent Transfer Agreement in accordance with the terms hereof
or thereof.                                                   

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

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

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

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

           (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,                                                       

82  

EX-4.1
89th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 89th
      enforceable against Park Sienna in accordance with its terms, except
  that (a) the enforceability hereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating
to creditors' rights generally and (b) the remedy of specific 
       performance and injunctive and other forms of equitable relief may be
  subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.          

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

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

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

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

               (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.                                   

83  

EX-4.1
90th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 90th
        (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, the NIM Insurer and the Swap Counterparty. Each   
of the Master Servicer and the Sellers (each, a "Representing Party") hereby    
covenants with respect to the representations and warranties set forth in       
Sections 2.03(a) through (d) that within 90 days of the earlier of the          
discovery by such Representing Party or receipt of written notice by such       
Representing Party from any party of a breach of any representation or          
warranty set forth herein made that materially and adversely affects the        
interests of the Certificateholders in any Mortgage Loan, it shall cure such    
breach in all material respects and, if such breach is not so cured, shall,     
(i) if such 90-day period expires prior to the second anniversary of the        
Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the    
Trust Fund and substitute in its place a Replacement Mortgage Loan, in the      
manner and subject to the conditions set forth in this Section; or (ii)         
repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at     
the Purchase Price in the manner set forth below; provided that (a) any such    
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall   
not be effected prior to the delivery to the Trustee of the Opinion of Counsel  
required by Section 2.05 hereof, (b) any such substitution pursuant to (i)      
above shall not be effected prior to the additional delivery to the Trustee of  
a Request for File Release and (c) any such substitution pursuant to (i) above  
shall include a payment by the applicable Representing Party of any amount as   
calculated under item (iii) of the definition of "Purchase Price". Any          
Representing Party liable for a breach under this Section 2.03 shall promptly   
reimburse the Master Servicer or the Trustee for any expenses reasonably        
incurred by the Master Servicer or the Trustee in respect of enforcing the      
remedies for such breach. To enable the Master Servicer to amend the Mortgage   
Loan Schedule, any Representing Party liable for a breach under this Section    
2.03 shall, unless it cures such breach in a timely fashion pursuant to this    
Section 2.03, promptly notify the Master Servicer whether such Representing     
Party intends either to repurchase, or to substitute for, the Mortgage Loan     
affected by such breach. With respect to the representations and warranties     
described in this Section that are made to the best of the Representing         
Party's knowledge, if it is discovered by any of the Depositor, the Master      
Servicer, the Sellers or the Trustee that the substance of such representation  
and warranty is inaccurate and such inaccuracy materially and adversely         
affects the value of the related Mortgage Loan, notwithstanding the             
Representing Party's lack of knowledge with respect to the substance of such    
representation or warranty, such inaccuracy shall be deemed a breach of the     
applicable representation or warranty. Any breach of a representation set       
forth in Section 2.03(a)(8), (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                                                 

84  

EX-4.1
91st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 91st
the Scheduled Payment due on any Deleted Mortgage Loan for the related Due      
Period and thereafter the applicable Seller shall be entitled to retain all     
amounts received in respect of such Deleted Mortgage Loan. The Master Servicer  
shall amend the Mortgage Loan Schedule for the benefit of the                   
Certificateholders to reflect the removal of such Deleted Mortgage Loan and     
the substitution of the Replacement Mortgage Loan or Loans and the Master       
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon  
such substitution, the Replacement Mortgage Loan or Loans shall be subject to   
the terms of this Agreement in all respects, and the applicable Seller          
delivering such Replacement Mortgage Loan shall be deemed to have made with     
respect to such Replacement Mortgage Loan or Loans, as of the date of           
substitution, the representations and warranties set forth in Section 2.03(b),  
(c) or (d) with respect to such Mortgage Loan. Upon any such substitution and   
the deposit to the Certificate Account of the amount required to be deposited   
therein in connection with such substitution as described in the following      
paragraph, the Co-Trustee shall release to the Representing Party the Mortgage  
File relating to such Deleted Mortgage Loan and held for the benefit of the     
Certificateholders and shall execute and deliver at the Master Servicer's       
direction such instruments of transfer or assignment as have been prepared by   
the Master Servicer, in each case without recourse, as shall be necessary to    
vest in the applicable Seller, or its respective designee, title to the         
Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to     
this Section 2.03.                                                              

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

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

85  

EX-4.1
92nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 92nd
        (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.  

                (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   

86  

EX-4.1
93rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 93rd
      Agreement or the ability of the Depositor to perform its obligations
under this Agreement or any Subsequent Transfer Agreement in  
accordance with the terms hereof or thereof.                  

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

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

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

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

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

87  

EX-4.1
94th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 94th
such repurchase or substitution, as applicable, will not result in the events   
described in clause (i) or clause (ii) of the preceding sentence.               

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

  Section 2.06  Authentication and Delivery of Certificates.

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

88  

EX-4.1
95th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 95th
located, including taking all required and appropriate actions under each       
Required Insurance Policy and taking all required and appropriate actions       
under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than     
the payment of the Mortgage Insurance Premium and obtaining the approval of     
the Mortgage Insurer with respect to the appointment of a successor servicer.   
In connection with such servicing and administration, the Master Servicer       
shall have full power and authority, acting alone and/or through subservicers   
as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute  
and deliver, on behalf of the Certificateholders and the Trustee, customary     
consents or waivers and other instruments and documents, (ii) to consent to     
transfers of any Mortgaged Property and assumptions of the Mortgage Notes and   
related Mortgages (but only in the manner provided in this Agreement), (iii)    
to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent    
Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or   
other conversion of the ownership of the Mortgaged Property securing any        
Mortgage Loan; provided that the Master Servicer shall take no action that is   
inconsistent with or prejudices the interests of the Trustee or the             
Certificateholders in any Mortgage Loan or the rights and interests of the      
Depositor and the Trustee under this Agreement. The Master Servicer shall       
represent and protect the interest of the Trustee in the same manner as it      
currently protects its own interest in mortgage loans in its own portfolio in   
any claim, proceeding or litigation regarding a Mortgage Loan and shall not     
make or permit any modification, waiver or amendment of any term of any         
Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to       
qualify as a REMIC, (ii) result in the imposition of any tax under section      
860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not    
be covered by the Mortgage Insurance Policy, but in any case the Master         
Servicer shall not act in any manner that is a lesser standard than that        
provided in the first sentence of this Section 3.01. Without limiting the       
generality of the foregoing, the Master Servicer, in its own name or in the     
name of the Depositor and the Trustee, is hereby authorized and empowered by    
the Depositor and the Trustee, when the Master Servicer believes it             
appropriate in its reasonable judgment, to execute and deliver, on behalf of    
the Trustee, the Depositor, the Certificateholders or any of them, any and all  
instruments of satisfaction or cancellation, or of partial or full release or   
discharge and all other comparable instruments, with respect to the Mortgage    
Loans, and with respect to the Mortgaged Properties held for the benefit of     
the Certificateholders. The Master Servicer shall prepare and deliver to the    
Depositor and/or the Trustee such documents requiring execution and delivery    
by any or all of them as are necessary or appropriate to enable the Master      
Servicer to service and administer the Mortgage Loans. Upon receipt of such     
documents, the Depositor and/or the Trustee shall execute such documents and    
deliver them to the Master Servicer. The Master Servicer further is authorized  
and empowered by the Trustee, on behalf of the Certificateholders and the       
Trustee, in its own name or in the name of the Subservicer, when the Master     
Servicer or the Subservicer, as the case may be, believes it appropriate in     
its best judgment to register any Mortgage Loan on the MERS(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                             

89  

EX-4.1
96th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 96th
Section 3.06, and further as provided in Section 3.08. All costs incurred by    
the Master Servicer, if any, in effecting the timely payments of taxes and      
assessments on the Mortgaged Properties and related insurance premiums shall    
not, for the purpose of calculating monthly distributions to the                
Certificateholders, be added to the Stated Principal Balance under the related  
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so        
permit.                                                                         

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

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

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

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

90  

EX-4.1
97th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 97th
     Section 3.02  Subservicing; Enforcement of the Obligations of
Master Servicer.            

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

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

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

         None of the Trustee, the Sellers, the Certificateholders, the NIM
Insurer or the Depositor shall have any responsibility or liability for any     
action or failure to act by the Master Servicer, and none of them is obligated  
to supervise the performance of the Master Servicer hereunder or otherwise.     
The Master Servicer shall afford (and any Subservicing Agreement shall provide  
that each Subservicer shall afford) the Depositor, the NIM Insurer and the      
Trustee, upon reasonable notice, during normal business hours, access to all    
records maintained by the Master                                                

91  

EX-4.1
98th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 98th
Servicer (and any such Subservicer) in respect of the Master Servicer's rights  
and obligations hereunder and access to officers of the Master Servicer (and    
those of any such Subservicer) responsible for such obligations. Upon request,  
the Master Servicer shall furnish to the Depositor, the NIM Insurer and the     
Trustee its (and any such Subservicer's) most recent financial statements and   
such other information relating to the Master Servicer's capacity to perform    
its obligations under this Agreement that it possesses. To the extent such      
information is not otherwise available to the public, the Depositor, the NIM    
Insurer and the Trustee shall not disseminate any information obtained          
pursuant to the preceding two sentences without the Masters Servicer's (or any  
such Subservicer's) written consent, except as required pursuant to this        
Agreement or to the extent that it is necessary to do so (i) in working with    
legal counsel, auditors, taxing authorities or other governmental agencies,     
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,    
order, judgment, writ, injunction or decree of any court or governmental        
authority having jurisdiction over the Depositor, the Trustee, the NIM Insurer  
or the Trust Fund, and in either case, the Depositor, the NIM Insurer or the    
Trustee, as the case may be, shall use its reasonable best efforts to assure    
the confidentiality of any such disseminated non-public information. The        
Depositor may, but is not obligated to, enforce the obligations of the Master   
Servicer under this Agreement and may, but is not obligated to, perform, or     
cause a designee to perform, any defaulted obligation of the Master Servicer    
under this Agreement or exercise the rights of the Master Servicer under this   
Agreement; provided by virtue of such performance by the Depositor of its       
designee. The Depositor shall not have any responsibility or liability for any  
action or failure to act by the Master Servicer and is not obligated to         
supervise the performance of the Master Servicer under this Agreement or        
otherwise.                                                                      

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                                                    

92  

EX-4.1
99th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 99th
subservicing agreement and the Mortgage Loans then being serviced thereunder    
and an accounting of amounts collected held by it and otherwise use its best    
efforts to effect the orderly and efficient transfer of the subservicing        
agreement to the assuming party.                                                

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

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

93  

EX-4.1
100th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 100th
           (4) all Liquidation Proceeds and Subsequent Recoveries,
       other than proceeds to be applied to the restoration or repair of the
    Mortgaged Property or released to the Mortgagor in accordance with
the Master Servicer's normal servicing procedures;            

(5) all Compensating Interest;              

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

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

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

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

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

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

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

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

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

94  

EX-4.1
101st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 101st
         (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 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                                                                    

95  

EX-4.1
102nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 102nd
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 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                                                      

96  

EX-4.1
103rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 103rd
accounts, insurance policies and other matters relating to this Agreement,      
such access being afforded without charge, but only upon reasonable request     
and during normal business hours at the offices of the Master Servicer          
designated by it. Upon request, the Master Servicer shall furnish to the        
Trustee and the NIM Insurer its most recent publicly available financial        
statements and any other information relating to its capacity to perform its    
obligations under this Agreement reasonably requested by the NIM Insurer.       

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

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

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

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

97  

EX-4.1
104th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 104th
         respect to any Mortgage Loan being limited to amounts received on
 particular Mortgage Loan(s) (including, for this purpose,
          Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
 and purchase and repurchase proceeds) that represent late
    recoveries of the payments for which such advances were made
pursuant to Section 3.01 or Section 3.06;               

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

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

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

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

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

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.                        

98  

EX-4.1
105th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 105th
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 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 penultimate paragraph of Section 8.11). In addition, the Trustee may from   
time to time make withdrawals from the Distribution Account for the following   
purposes:                                                                       

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

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

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

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

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

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

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

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

99  

EX-4.1
106th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 106th
       Bank of America, ABA # 121-00035-8, PMI Mortgage Insurance Co.,
Account # 12332-07419, Attn: Bulk Primary, Cori Macrae, Master Policy #         
21827-0008-0 CWABS 2006-6                                                       

       (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 penultimate           
paragraph of Section 8.11). In addition, the Trustee may from time to time      
make withdrawals from the Carryover Reserve Fund for the following purposes:    

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

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

Section 3.09 [Reserved].                                

Section 3.10 Maintenance of Hazard Insurance.           

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

100   

EX-4.1
107th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 107th
Mortgaged Property, or (iii) the maximum amount of such insurance available     
for the related Mortgaged Property under the Flood Disaster Protection Act of   
1973, as amended. If the hazard policy contains a deductible clause, the        
Master Servicer will be required to deposit from its own funds into the         
Certificate Account the amounts that would have been deposited therein but for  
the deductible clause.                                                          

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

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

(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                                        

101   

EX-4.1
108th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 108th
terms of the Mortgage Note or Mortgage or otherwise to comply with any          
applicable laws regarding assumptions or the transfer of the Mortgaged          
Property to such Person. In connection with any such assumption, no material    
term of the Mortgage Note (including, but not limited to, the Mortgage Rate,    
the amount of the Scheduled Payment, the Maximum Mortgage Rate, the Minimum     
Mortgage Rate, the Gross Margin, the Initial Periodic Rate Cap, the Subsequent  
Periodic Rate Cap, the Adjustment Date and any other term affecting the amount  
or timing of payment on the Mortgage Loan) may be changed. In addition, the     
substitute Mortgagor and the Mortgaged Property must be acceptable to the       
Master Servicer in accordance with its underwriting standards as then in        
effect. The Master Servicer shall notify the Trustee that any such              
substitution or assumption agreement has been completed by forwarding to the    
Trustee the original of such substitution or assumption agreement, which in     
the case of the original shall be added to the related Mortgage File and        
shall, for all purposes, be considered a part of such Mortgage File to the      
same extent as all other documents and instruments constituting a part          
thereof. Any fee collected by the Master Servicer for entering into an          
assumption or substitution of liability agreement will be retained by the       
Master Servicer as additional servicing compensation.                           

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

  (a) The Master Servicer may agree to a modification of any
Mortgage Loan (the "Modified Mortgage Loan") if (i) CHL purchases the Modified  
Mortgage Loan from the Trust Fund immediately following the modification as     
described below and (ii) the Stated Principal Balance of such Mortgage Loan,    
when taken together with the aggregate of the Stated Principal Balances of all  
other Mortgage Loans in the same Loan Group that have been so modified since    
the Closing Date at the time of those modifications, does not exceed an amount  
equal to 5% of the aggregate Certificate Principal Balance of the related       
Certificates. Effective immediately after the modification, and, in any event,  
on the same Business Day on which the modification occurs, all interest of the  
Trustee in the Modified Mortgage Loan shall automatically be deemed             
transferred and assigned to CHL and all benefits and burdens of ownership       
thereof, including the right to accrued interest thereon from the date of       
modification and the risk of default thereon, shall pass to CHL. The Master     
Servicer shall promptly deliver to the Trustee a certification of a Servicing   
Officer to the effect that all requirements of this paragraph have been         
satisfied with respect to the Modified Mortgage Loan. For federal income tax    
purposes, the Trustee shall account for such purchase as a prepayment in full   
of the Modified Mortgage Loan. CHL shall remit the Purchase Price to the        
Master Servicer for deposit into the Certificate Account pursuant to Section    
3.05 within one Business Day after the purchase of the Modified Mortgage Loan.  
Upon receipt by the Trustee of written notification of any such deposit signed  
by a Servicing Officer, the Trustee shall release to CHL or its designee the    
related Mortgage File and shall execute and deliver such instruments of         
transfer or assignment, in each case without recourse, as shall be necessary    
to vest in CHL any Modified Mortgage Loan previously transferred and assigned   
pursuant hereto. CHL covenants and agrees to indemnify the Trust Fund against   
any liability for any "prohibited transaction" taxes and any related interest,  
additions, and penalties imposed on the Trust Fund established hereunder as a   
result of any modification of a Mortgage Loan effected pursuant to this         
subsection (a), any holding of a Modified Mortgage Loan by the Trust Fund or    
any purchase of a Modified Mortgage Loan by                                     

102   

EX-4.1
109th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 109th
CHL (but such obligation shall not prevent CHL or any other appropriate Person  
from in good faith contesting any such tax in appropriate proceedings and       
shall not prevent CHL from withholding payment of such tax, if permitted by     
law, pending the outcome of such proceedings). CHL shall have no right of       
reimbursement for any amount paid pursuant to the foregoing indemnification,    
except to the extent that the amount of any tax, interest, and penalties,       
together with interest thereon, is refunded to the Trust Fund or CHL. If the    
Master Servicer agrees to a modification of any Mortgage Loan pursuant to this  
Section 3.12(a), and if such Mortgage Loan carries a Prepayment Charge          
provision, CHL shall deliver to the Trustee the amount of the Prepayment        
Charge, if any, that would have been due had such Mortgage Loan been prepaid    
at the time of such modification, for deposit into the Certificate Account      
(not later than 1:00 p.m. Pacific time on the Master Servicer Advance Date      
immediately succeeding the date of such modification) for distribution in       
accordance with the terms of this Agreement.                                    

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

103   

EX-4.1
110th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 110th
with respect to each REO Property that has been rented showing the aggregate    
rental income received and all expenses incurred in connection with the         
management and maintenance of such REO Property at such times as is necessary   
to enable the Trustee to comply with the reporting requirements of the REMIC    
Provisions. The net monthly rental income, if any, from such REO Property       
shall be deposited in the Certificate Account no later than the close of        
business on each Determination Date. The Master Servicer shall perform the tax  
reporting and withholding related to foreclosures, abandonments and             
cancellation of indebtedness income as specified by Sections 1445, 6050J and    
6050P of the Code by preparing and filing such tax and information returns, as  
may be required.                                                                

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

104   

EX-4.1
111th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 111th
interest at the related Mortgage Rate on the related Mortgage Loan, such        
excess shall be considered to be a partial Principal Prepayment for all         
purposes hereof.                                                                

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

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

(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.                  

105   

EX-4.1
112th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 112th
        Section 3.13 Co-Trustee to Cooperate; Release of Mortgage Files.

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

106   

EX-4.1
113th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 113th
the Person to which the Mortgage File or the documents                          
therein were delivered and the purpose or purposes of such delivery.            

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

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

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.                         

107   

EX-4.1
114th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 114th
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 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.                                                        

108   

EX-4.1
115th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 115th
Section 3.18 [Reserved].                                

Section 3.19 [Reserved].                                

Section 3.20 Prepayment Charges.                        

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

          (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                            

109   

EX-4.1
116th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 116th
representing such Prepayment Charge previously collected and paid by the        
Master Servicer into the Certificate Account.                                   

Section 3.21  Swap Contract.                            

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

      On the Business Day preceding each Distribution Date, the Swap
Trustee shall notify the Swap Contract Administrator of any amounts             
distributable to the 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 Rating           
Thresholds (as defined in the Swap Contract), the Swap Trustee shall direct     
the Swap Contract Administrator to negotiate an ISDA Credit Support Annex with  
the Swap Counterparty that meets the terms of the Swap Contract. If an ISDA     
Credit Support Annex is negotiated, the Swap Trustee shall direct the Swap      
Contract Administrator to demand payment of the Delivery Amount (as defined in  
the ISDA Credit Support Annex). In addition, if an ISDA Credit Support Annex    
is negotiated, the Swap Trustee shall set up an account in accordance with      
Section 4.09 to hold cash or other eligible investments pledged under such      
ISDA Credit Support Annex. Any cash or other eligible investments pledged       
under an ISDA Credit Support Annex shall not be part of the Swap Account or     
the Distribution Account unless they are applied in accordance with such ISDA   
Credit Support Annex to make a payment due to the Swap Contract Administrator   
pursuant to the Swap Contract.                                                  

       Upon the Swap Trustee obtaining actual knowledge of an Event of
Default (as defined in the Swap Contract) or Termination Event (as defined in   
the Swap Contract) for which the Swap Contract Administrator has the right to   
designate an Early Termination Date (as defined in the Swap Contract), the      
Swap Trustee shall act at the written direction of the Depositor as to whether  
to direct the Swap Contract Administrator to designate an Early                 

110   

EX-4.1
117th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 117th
Termination Date; provided, however, that the Swap Trustee shall provide        
written notice to each Rating Agency following the Event of Default or          
Termination Event. Upon the termination of the Swap Contract under the          
circumstances contemplated by this Section 3.21, the Swap Trustee shall use     
its reasonable best efforts to enforce the rights of the Swap Contract          
Administrator as may be permitted by the terms of the Swap Contract and         
consistent with the terms hereof, and CHL shall assist the Swap Contract        
Administrator in procuring a replacement swap contract with terms               
approximating those of the original Swap Contract.                              

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

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

ARTICLE IV.   
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER   

Section 4.01 Advances; Remittance Reports.              

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

111   

EX-4.1
118th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 118th
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 foregoing, the  
Trustee shall not be required to make such deposit if the Trustee shall have    

112   

EX-4.1
119th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 119th
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 Swap Account, the amount of any Net Swap Payment and any
       Swap Termination Payment (other than a Swap Termination Payment
     due to a Swap Counterparty Trigger Event) payable to the Swap
Counterparty with respect to such Distribution Date;    

(ii) concurrently:                          

113   

EX-4.1
120th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 120th
                      (a) from Interest Funds for Loan Group 1, concurrently
        to each Class of Class 1-A Certificates, the Current
             Interest and Interest Carry Forward Amount for such Class
        and such Distribution Date, pro rata, based on their
respective entitlements,                    

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

                (iii) 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 clauses (ii)(a) and (ii)(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,                          

                (iv) from the remaining Interest Funds for both Loan Groups,
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
        and Class B Certificates, in that order, the Current
Interest for each such Class, and           

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

        (b) On each Distribution Date, the Principal Distribution Amount
for such Distribution Date with respect to Loan Group 1 and Loan Group 2 shall  
be distributed by the Trustee from the Distribution Account in the following    
order 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 Classes of Class 1-A Certificates, in the
                amounts and order of priority set forth in clause (3) below,
                until the Certificate Principal Balances thereof are reduced
to zero; and                                

114   

EX-4.1
121st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 121st
                   (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
                amounts and order of priority set forth in clause (4) 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
                amounts and order of priority set forth in clause (4) below,
                until the Certificate Principal Balances thereof are reduced
to zero; and                                

                   (b) to the Classes of Class 1-A Certificates (after
              the distribution of the Principal Distribution Amount from
            Loan Group 1 as provided in clause (i)(a) above), in the
                amounts and order of priority set forth in clause (3) below,
                until the Certificate Principal Balances thereof are reduced
to zero;                                    

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

             (i) sequentially, to the Class M-1, Class M-2, Class M-3,
         Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class 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) concurrently:                           

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

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

                   (b) to the 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
                amounts and order of priority set forth in clause (4) below,
                until the Certificate Principal Balances thereof are reduced
to zero;                                    

115   

EX-4.1
122nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 122nd
              (ii) from the Principal Distribution Amount for Loan Group
          2, in an amount up to the Class 2-A Principal Distribution Amount,
sequentially:                                           

                    (a) to the Classes of Class 2-A Certificates, in the
                amounts and order of priority set forth in clause (4) below,
                until the Certificate Principal Balances thereof are reduced
to zero; and                                

                   (b) to the Classes of Class 1-A Certificates (after
              the distribution of the Principal Distribution Amount from
            Loan Group 1 as provided in clause (i)(a) above), in the
                amounts and order of priority set forth in clause (3) below,
                until the Certificate Principal Balances thereof are reduced
to zero;                                    

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

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

              (ii) sequentially, to the Class M-3, Class M-4, Class M-5,
         Class M-6, Class M-7, Class M-8 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                 

       (iii) 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 1-A Certificates, such amounts
       shall be distributed concurrently to the Class 1-A-1 and Class 1-A-1M
Certificates, pro rata based on their respective Certificate  
      Principal Balances, until the Certificate Principal Balances thereof
are reduced to zero.                                          

                (4) 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
    and Class 2-A-3 Certificates, in that order, 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 to the Classes of Certificates   
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 Holders of 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    

116   

EX-4.1
123rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 123rd
to such Holders of 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;                                        

   (2) concurrently, to the Holders of the Class A
      Certificates, pro rata based on the Unpaid Realized Loss Amounts for
      such Classes, in each case in an amount equal to the Unpaid Realized
Loss Amount for such Class, except that any amounts otherwise 
    allocable to the Class 1-A-1 and Class 1-A-1M certificates will be
allocated sequentially to the Class 1-A-1 and Class 1-A-1M    
Certificates, in that order, in an amount equal to the Unpaid 
Realized Loss Amount for such class;                          

            (3) sequentially, to the Holders of the Class M-1, Class
       M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
   and Class 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 the Holders of 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 Certificates shall be distributed to each
    Class of Interest-Bearing Certificates with respect to which there
     remains any unpaid Net Rate Carryover (after the distribution based
      on Certificate Principal Balances), pro rata, based on the amount of
such unpaid Net Rate Carryover;                               

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

           (6) 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;                              

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

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

      (d) On each Distribution Date on or prior to the Swap Contract
Termination Date, following the deposits to the Swap Account pursuant to        
Section 4.04(a)(i) 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;          

117   

EX-4.1
124th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 124th
             (2) to the Swap Contract Administrator for payment to the
    Swap Counterparty, any Swap Termination Payment (other than a Swap
       Termination Payment due to a Swap Counterparty Trigger Event) payable
  to the Swap Counterparty with respect to such Distribution Date;

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

            (4) sequentially, to the Holders of the Class M-1, Class
       M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
    and Class 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 Holders of 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
  Holders of each such Class 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) to the Holders of each Class of Class A Certificates and
     Subordinate Certificates, to the extent needed to pay any remaining
       Net Rate Carryover for each such Class, pro rata, based on the amount
of such remaining Net Rate Carryover;                         

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

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

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

       (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.     

118   

EX-4.1
125th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 125th
        (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-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         
Balances of the Class 1-A-1M and Class 1-A-1 Certificates, sequentially, in     
that order, until the Certificate Principal Balances of such Classes 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 Balances of the Class 1-A           
Certificates (in the case of any Subsequent Recoveries with respect to Loan     
Group 1) or the Certificate Principal Balances of the Classes of Class 2-A      
Certificates (in the case of any Subsequent Recoveries with respect to Loan     
Group 2) to which Applied Realized Loss Amounts have been previously allocated  
(such increases, in the case of Subsequent Recoveries with respect to Loan      
Group 1, to be made sequentially to the Class 1-A-1 and Class 1-A-1M            
Certificates, in that order, in each case in an amount equal to the Unpaid      
Realized Loss Amount for each such Class, and in the case of Subsequent         
Recoveries with respect to Loan Group 2 to be made among the Classes of Class   
2-A Certificates on a pro rata basis according to their respective Certificate  
Principal Balances), in each case 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     
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.                        

       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                                                            

119   

EX-4.1
126th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 126th
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.                                                                       

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                                               

120   

EX-4.1
127th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 127th
promptly to written requests made not more frequently than quarterly by any     
Holder of Class A-R Certificates with respect to the following matters:         

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

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

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

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

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

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

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

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

  Section 4.06 Termination of the Mortgage Insurance Policy.

         In addition, if during the period which the Depositor is required
to file Exchange Act Reports with respect to the Trust Fund, there exist        
grounds for termination of the Mortgage Insurance Policy under that certain     
Item 1114 Agreement, dated March 29, 2006, among CHL, the Depositor, CWMBS,     
Inc., CWALT, Inc., CWHEQ, Inc. and PMI Mortgage Insurance Co., then the         
Co-Trustee shall act at the written direction of the Depositor as to whether    
to terminate the Mortgage Insurance Policy; provided, however, that any such    
termination shall not be effective unless (i) a replacement mortgage insurance  
policy covering the then-outstanding Covered Mortgage Loans is obtained from a  
mortgage insurance provider acceptable to the Rating Agencies or (ii) the       
Depositor obtains written confirmation from each Rating Agency that             

121   

EX-4.1
128th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 128th
the termination of the Mortgage Insurance Policy will not result in the         
qualification, downgrade or withdrawal of any rating then assigned by that      
Rating Agency to any Class of Certificates.                                     

Section 4.07 Carryover Reserve Fund.                    

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

         (b) 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.                         

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 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.                                                        

122   

EX-4.1
129th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 129th
  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 2006-6." 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)(i), and to the extent that the amount  
of such deposit is insufficient to pay any Net Swap Payment and/or Swap         
Termination Payment (other than a Swap Termination Payment due to a Swap        
Counterparty Trigger Event) due to the Swap Counterparty with respect to such   
Distribution Date, the Trustee shall withdraw, out of amounts on deposit in     
the Distribution Account in respect of the Principal Remittance Amount for      
Loan Group 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.                                                                           

123   

EX-4.1
130th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 130th
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-14, 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 Multiples       Original
                       Minimum          in Excess of         Certificate
      Class            Denomination           Minimum        Principal Balance
------------------------------------------------------------------------------- 
   1-A-1               $20,000             $1,000           $501,329,000
   1-A-1M              $20,000             $1,000            $55,703,000
   2-A-1               $20,000             $1,000           $370,663,000
   2-A-2               $20,000             $1,000           $407,850,000
   2-A-3               $20,000             $1,000           $126,055,000
    M-1                $20,000             $1,000           $117,900,000
    M-2                $20,000             $1,000            $34,200,000
    M-3                $20,000             $1,000            $31,500,000
    M-4                $20,000             $1,000            $29,700,000
    M-5                $20,000             $1,000            $27,000,000
    M-6                $20,000             $1,000            $25,200,000
    M-7                $20,000             $1,000            $18,000,000
    M-8                $20,000             $1,000            $17,100,000
     B                $100,000             $1,000            $18,000,000
A-R               $99.95(1)              N/A                $100
 C                   N/A                 N/A                 N/A
 P                   N/A                 N/A                $100
(1)   The Tax Matters Person Certificate may be issued in a denomination of     
$0.05.                                                              

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

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

124   

EX-4.1
131st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 131st
        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 forms set forth in Exhibit J-2 and, in the case   
of a Class A-R Certificate, Exhibit J-1 (the "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 only) (the "Investment Letter") or         
Exhibit L (in the case of any Private Certificate) (the "Rule 144A Letter") or  
(ii) there shall be delivered to the Trustee at the expense of the              
Certificateholder desiring to effect such transfer an Opinion of Counsel that   
such Transfer may be made pursuant to an exemption from the Securities Act;     
provided, however, that in the case of the delivery of an Investment Letter in  
connection with the transfer of any Class                                       

125   

EX-4.1
132nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 132nd
C or Class P Certificate to a transferee that is formed with the purpose of     
issuing notes backed by such Class C or Class P Certificate, as the case may    
be, clause (b) and (c) of the form of Investment Letter shall not be            
applicable and shall be deleted by such transferee. The Depositor shall         
provide to any Holder of a Private Certificate and any prospective transferee   
designated by any such Holder, information regarding the related Certificates   
and the Mortgage Loans and such other information as shall be necessary to      
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer  
of any such Certificate without registration thereof under the Securities Act   
pursuant to the registration exemption provided by Rule 144A. The Trustee, the  
Co-Trustee and the Master Servicer shall cooperate with the Depositor in        
providing the Rule 144A information referenced in the preceding sentence,       
including providing to the Depositor such information regarding the             
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as  
the Depositor shall reasonably request to meet its obligation under the         
preceding sentence. Each Holder of a Private Certificate desiring to effect     
such Transfer shall, and does hereby agree to, indemnify the Trustee, the       
Co-Trustee, the Depositor, the Trust Fund, each Seller, the Master Servicer     
and the NIM Insurer against any liability that may result if the Transfer is    
not so exempt or is not made in accordance with such federal and state laws.    

    No Transfer of an ERISA-Restricted Certificate (other than a
transfer of an ERISA-Restricted Certificate to an affiliate of the Depositor    
(either directly or through a nominee) in connection with the initial issuance  
of the Certificates) shall be made unless the Trustee shall have received       
either (i) a representation from the transferee of such Certificate acceptable  
to and in form and substance satisfactory to the Trustee (in the event such     
Certificate is a Private Certificate, such requirement is satisfied only by     
the Trustee's receipt of a representation letter from the transferee            
substantially in the form of Exhibit K or Exhibit L, or in the event such       
Certificate is a Residual Certificate, such requirement is satisfied only by    
the Trustee's receipt of a representation letter from the transferee            
substantially in the form of Exhibit I), to the effect that (x) such            
transferee is not a Plan, or (y) in the case of an ERISA-Restricted             
Certificate that has been the subject of an ERISA-Qualifying Underwriting, a    
representation that the transferee is an insurance company which is purchasing  
such Certificate with funds contained in an "insurance company general          
account" (as such term is defined in section V(e) of Prohibited Transaction     
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of      
such Certificate satisfy the requirements for exemptive relief under Sections   
I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted             
Certificate presented for registration in the name of an employee benefit plan  
or arrangement subject to ERISA, or a plan or arrangement subject to Section    
4975 of the Code (or comparable provisions of any subsequent enactments), or a  
trustee of any such plan or arrangement or any other person acting on behalf    
of any such plan or arrangement, an Opinion of Counsel satisfactory to the      
Trustee, addressed to the Trustee and the Master Servicer, to the effect that   
the purchase or holding of such ERISA-Restricted Certificate will not result    
in a non-exempt prohibited transaction under ERISA or the Code and will not     
subject the Trustee or the Master Servicer to any obligation in addition to     
those expressly undertaken in this Agreement, which Opinion of Counsel shall    
not be an expense of the Trustee, the Master Servicer, or the Trust Fund. For   
purposes of the preceding sentence, one of such representations, as             
appropriate, shall be deemed to have been made to the Trustee by the            
transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance   
by a Certificate Owner of the beneficial interest in any such Class of          
ERISA-Restricted Certificates) unless the Trustee shall have received from the  
transferee an Opinion of Counsel as described in clause (ii) or a               
representation letter acceptable in form and substance to the Trustee.          
Notwithstanding anything else to the contrary herein, any purported transfer    
of an ERISA-Restricted Certificate to                                           

126   

EX-4.1
133rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 133rd
or on behalf of an employee benefit plan subject to Section 406 of ERISA or a   
plan subject to Section 4975 of the Code without the delivery to the Trustee    
of an Opinion of Counsel satisfactory to the Trustee meeting the requirements   
of clause (i) of the first sentence of this paragraph as described above shall  
be void and of no effect. The Trustee shall be under no liability to any        
Person for any registration of transfer of any ERISA-Restricted Certificate     
that is in fact not permitted by this Section 5.02(b) or for making any         
payments due on such Certificate to the Holder thereof or taking any other      
action with respect to such Holder under the provisions of this Agreement so    
long as the Trustee, with respect to the transfer of such Classes of            
Certificates, required delivery of such certificates and other documentation    
or evidence as are expressly required by the terms of this Agreement and        
examined such certificates and other documentation or evidence to determine     
compliance as to form with the express requirements hereof. The Trustee shall   
be entitled, but not obligated, to recover from any Holder of any               
ERISA-Restricted Certificate that was in fact an employee benefit plan or       
arrangement subject to Section 406 of ERISA or a plan or arrangement subject    
to Section 4975 of the Code or a Person acting on behalf of any such plan or    
arrangement at the time it became a Holder or, at such subsequent time as it    
became such a plan or arrangement or Person acting on behalf of such a plan or  
arrangement, all payments made on such ERISA-Restricted Certificate at and      
after either such time. Any such payments so recovered by the Trustee shall be  
paid and delivered by the Trustee to the last preceding Holder of such          
Certificate that is not such a plan or arrangement or Person acting on behalf   
of a plan or arrangement.                                                       

    No transfer of an Interest-Bearing 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 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             
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 or a similar exemption. In the    
event that such a representation letter is not delivered, one of the foregoing  
representations, as appropriate, shall be deemed to have been made by the       
transferee's (including an initial acquiror's) acceptance of the                
Interest-Bearing Certificate. In the event that such representation is          
violated, such transfer or acquisition shall be void and of no effect. A        
transferee of an Interest-Bearing Certificate that is also an ERISA-Restricted  
Certificate will have satisfied the requirements of this paragraph if it        
satisfies the requirements of clause (i)(x) or (i)(y) of the first sentence of  
the preceding paragraph.                                                        

         (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.                             

127   

EX-4.1
134th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 134th
             (2) Except in connection with (i) the registration of the
       Tax Matters Person Certificate in the name of the Trustee or (ii) any
     registration in the name of, or transfer of a Class A-R Certificate
 to, an affiliate of the Depositor (either directly or through a
       nominee) in connection with the initial issuance of the Certificates,
       no Ownership Interest in a Class A-R Certificate may be registered or
     transferred, and the Trustee shall not register the Transfer of any
     Class A-R Certificate, unless the Trustee shall have been furnished
    with 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              

128   

EX-4.1
135th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 135th
Counsel, which Opinion of Counsel shall not be an expense of the Trustee, any   
Seller or the Master Servicer, to the effect that the elimination of such       
restrictions will not cause any REMIC formed hereunder to fail to qualify as a  
REMIC at any time that the Certificates are outstanding or result in the        
imposition of any tax on the Trust Fund, a Certificateholder or another         
Person. Each Person holding or acquiring any Ownership Interest in a Class A-R  
Certificate, by acceptance of its Ownership Interest, shall be deemed to        
consent to any amendment of this Agreement that, based on an Opinion of         
Counsel furnished to the Trustee, is reasonably necessary (a) to ensure that    
the record ownership of, or any beneficial interest in, a Class A-R             
Certificate is not transferred, directly or indirectly, to a Person that is     
not a Permitted Transferee and (b) to provide for a means to compel the         
Transfer of a Class A-R Certificate that is held by a Person that is not a      
Permitted Transferee to a Holder that is a Permitted Transferee.                

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

       Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

          If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or   
theft of any Certificate and of the ownership thereof and (b) there is          
delivered to the Master Servicer and the Trustee 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.                        

129   

EX-4.1
136th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 136th
Section 5.05  Access to List of Certificateholders'     
Names and Addresses.        

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

Section 5.06 Book-Entry Certificates.                   

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

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

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

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

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

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

130   

EX-4.1
137th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 137th
        (f) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository     
Participants; and                                                               

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

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

Section 5.07 Notices to Depository.                                             

          Whenever any notice or other communication is required to be given
to Certificateholders of the 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.                        

131   

EX-4.1
138th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 138th
Section 5.09 Maintenance of Office or Agency.           

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

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

Section 6.01  Respective Liabilities of the Depositor,  
        the Master Servicer and the Sellers.

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

Section 6.02  Merger or Consolidation of the Depositor, 
       the Master Servicer or the Sellers.

        The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the    
laws of one of the states thereof and will each obtain and preserve its         
qualification to do business as a foreign corporation in each jurisdiction in   
which such qualification is or shall be necessary to protect the validity and   
enforceability of this Agreement, or any of the Mortgage Loans and to perform   
its duties under this Agreement. The Master Servicer will keep in effect its    
existence, rights and franchises as a limited partnership under the laws of     
the United States or under the laws of one of the states thereof and will       
obtain and preserve its qualification or registration to do business as a       
foreign partnership in each jurisdiction in which such qualification or         
registration is or shall be necessary to protect the validity and               
enforceability of this Agreement or any of the Mortgage Loans and to perform    
its duties under this Agreement.                                                

       Any Person into which the Depositor, the Master Servicer or any
Seller may be merged or consolidated, or any Person resulting from any merger   
or consolidation to which the Depositor, the Master Servicer or any Seller      
shall be a party, or any person succeeding to the business of the Depositor,    
the Master Servicer or any Seller, shall be the successor of the Depositor,     
the Master Servicer or such Seller, as the case may be, hereunder, without the  
execution or filing of any paper or any further act on the part of any of the   
parties hereto, anything herein to the contrary notwithstanding; provided that  
the successor or surviving Person to the Master Servicer shall be qualified to  
service mortgage loans on behalf of Fannie Mae and Freddie Mac.                 

As a condition to the effectiveness of any merger or    
consolidation, at least 15 calendar days prior to the effective date of any     
merger or consolidation of the Master Servicer, the Master Servicer shall       
provide (x) written notice to the Depositor of any successor pursuant to this   
Section and (y) in writing and in form and substance reasonably satisfactory    
to the                                                                          

132   

EX-4.1
139th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 139th
Depositor, all information reasonably requested by the Depositor in order to    
comply with its reporting obligation under Item 6.02 of Form 8-K with respect   
to a replacement Master Servicer.                                               

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

         None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the          
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under   
any liability to the Trustee (except as provided in Section 8.05), the Trust    
Fund or the Certificateholders for any action taken or for refraining from the  
taking of any action in good faith pursuant to this Agreement, or for errors    
in judgment; provided that this provision shall not protect the Depositor, the  
Sellers, the Master Servicer or any such Person against any breach of           
representations or warranties made by it herein or protect the Depositor, the   
Sellers, the Master Servicer or any such Person from any liability that would   
otherwise be imposed by reasons of willful misfeasance, bad faith or gross      
negligence in the performance of duties or by reason of reckless disregard of   
obligations and duties hereunder. The Depositor, the Sellers, the NIM Insurer,  
the Master Servicer and any director, officer, employee or agent of the         
Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in      
good faith on any document of any kind prima facie properly executed and        
submitted by any Person respecting any matters arising hereunder. The           
Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director,  
officer, employee or agent of the Depositor, the Sellers, the NIM Insurer or    
the Master Servicer shall be indemnified by the Trust Fund and held harmless    
against any loss, liability or expense incurred in connection with any audit,   
controversy or judicial proceeding relating to a governmental taxing authority  
or any legal action relating to this Agreement or the Certificates, other than  
any loss, liability or expense related to any specific Mortgage Loan or         
Mortgage Loans (except as any such loss, liability or expense shall be          
otherwise reimbursable pursuant to this Agreement) and any loss, liability or   
expense incurred by reason of willful misfeasance, bad faith or gross           
negligence in the performance of duties hereunder or by reason of reckless      
disregard of obligations and duties hereunder. None of the Depositor, the       
Sellers, the NIM Insurer or the Master Servicer shall be under any obligation   
to appear in, prosecute or defend any legal action that is not incidental to    
its respective duties hereunder and that in its opinion may involve it in any   
expense or liability; provided that any of the Depositor, the Sellers, the NIM  
Insurer or the Master Servicer may, in its discretion undertake any such        
action that it may deem necessary or desirable in respect of this Agreement     
and the rights and duties of the parties hereto and interests of the Trustee    
and the Certificateholders hereunder. In such event, the legal expenses and     
costs of such action and any liability resulting therefrom shall be, expenses,  
costs and liabilities of the Trust Fund, and the Depositor, the Sellers, the    
NIM Insurer and the Master Servicer shall be entitled to be reimbursed          
therefor out of the Certificate Account as provided by Section 3.08 hereof.     

  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                                                                     

133   

EX-4.1
140th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 140th
Insurer) that such resignation will not cause such Rating Agency to reduce the  
then-current rating of the Certificates. Any such determination pursuant to     
clause (i) of the preceding sentence permitting the resignation of the Master   
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered   
to the Trustee. No resignation of the Master Servicer shall become effective    
until the Trustee shall have assumed the Master Servicer's responsibilities,    
duties, liabilities (other than those liabilities arising prior to the          
appointment of such successor) and obligations under this Agreement and the     
Depositor shall have received the information described in the following        
sentence. As a condition to the effectiveness of any such resignation, at       
least 15 calendar days prior to the effective date of such resignation, the     
Master Servicer shall provide (x) written notice to the Depositor of any        
successor pursuant to this Section and (y) in writing and in form and           
substance reasonably satisfactory to the Depositor, all information reasonably  
requested by the Depositor in order to comply with its reporting obligation     
under Item 6.02 of Form 8-K with respect to the resignation of the Master       
Servicer.                                                                       

    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

134   

EX-4.1
141st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 141st
     the Trustee, the NIM Insurer and the Master Servicer by the Holders
       of Certificates evidencing not less than 25% of the Voting Rights; or

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

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

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

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

               (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                                                     

135   

EX-4.1
142nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 142nd
the obligations set forth in Section 3.17(a) or Section 11.07(a)(1) and (2),    
and such failure continues for the lesser of 10 calendar days or such period    
in which the applicable Exchange Act Report can be filed timely (without        
taking into account any extensions), so long as such failure shall not have     
been remedied, the Trustee shall, but only at the direction of the Depositor,   
terminate all of the rights and obligations of the Master Servicer under this   
Agreement and in and to the Mortgage Loans and the proceeds thereof, other      
than its rights as a Certificateholder hereunder. The Depositor shall not be    
entitled to terminate the rights and obligations of the Master Servicer if a    
failure of the Master Servicer to identify a Subcontractor "participating in    
the servicing function" within the meaning of Item 1122 of Regulation AB was    
attributable solely to the role or functions of such Subcontractor with         
respect to mortgage loans other than the Mortgage Loans.                        

      On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer hereunder, whether with  
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the  
Trustee. The Trustee shall thereupon make any Advance described in Section      
4.01 hereof subject to Section 3.04 hereof. The Trustee is hereby authorized    
and empowered to execute and deliver, on behalf of the Master Servicer, as      
attorney-in-fact or otherwise, any and all documents and other instruments,     
and to do or accomplish all other acts or things necessary or appropriate to    
effect the purposes of such notice of termination, whether to complete the      
transfer and endorsement or assignment of the Mortgage Loans and related        
documents, or otherwise. Unless expressly provided in such written notice, no   
such termination shall affect any obligation of the Master Servicer to pay      
amounts owed pursuant to Article VIII. The Master Servicer agrees to cooperate  
with the Trustee in effecting the termination of the Master Servicer's          
responsibilities and rights hereunder, including, without limitation, the       
transfer to the Trustee of all cash amounts which shall at the time be          
credited to the Certificate Account, or thereafter be received with respect to  
the Mortgage Loans. The Trustee shall promptly notify the Rating Agencies and   
the Depositor of the occurrence of an Event of Default.                         

     Notwithstanding any termination of the activities of a Master
Servicer hereunder, such Master Servicer shall be entitled to receive, out of   
any late collection of a Scheduled Payment on a Mortgage Loan that was due      
prior to the notice terminating such Master Servicer's 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                                                

136   

EX-4.1
143rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 143rd
successor to the Master Servicer in its capacity as servicer under this         
Agreement and the transactions set forth or provided for herein and shall be    
subject to all the responsibilities, duties and liabilities relating thereto    
placed on the Master Servicer by the terms and provisions hereof and            
applicable law including the obligation to make advances pursuant to Section    
4.01. As compensation therefor, the Trustee shall be entitled to all fees,      
costs and expenses relating to the Mortgage Loans that the Master Servicer      
would have been entitled to if the Master Servicer had continued to act         
hereunder. Notwithstanding the foregoing, if the Trustee has become the         
successor to the Master Servicer in accordance with Section 7.01 hereof, the    
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited  
by applicable law from making Advances pursuant to Section 4.01 hereof or if    
it is otherwise unable to so act, (i) appoint any established mortgage loan     
servicing institution reasonably acceptable to the NIM Insurer (as evidenced    
by the prior written consent of the NIM Insurer), or (ii) if it is unable for   
60 days to appoint a successor servicer reasonably acceptable to the NIM        
Insurer, petition a court of competent jurisdiction to appoint any established  
mortgage loan servicing institution, the appointment of which does not          
adversely affect the then-current rating of the Certificates and the NIM        
Insurer guaranteed notes (without giving any effect to any policy or guaranty   
provided by the NIM Insurer) by each Rating Agency as the successor to the      
Master Servicer hereunder in the assumption of all or any part of the           
responsibilities, duties or liabilities of the Master Servicer hereunder. Any   
successor Master Servicer shall be an institution that is a Fannie Mae and      
Freddie Mac approved seller/servicer in good standing, that has been approved   
by the Mortgage Insurer if required, that has a net worth of at least           
$15,000,000 and that is willing to service the Mortgage Loans and executes and  
delivers to the Depositor and the Trustee an agreement accepting such           
delegation and assignment, that contains an assumption by such Person of the    
rights, powers, duties, responsibilities, obligations and liabilities of the    
Master Servicer (other than liabilities and indemnities of the Master Servicer  
under Section 6.03 hereof incurred prior to termination of the Master Servicer  
under Section 7.01), with like effect as if originally named as a party to      
this Agreement; and provided further that each Rating Agency acknowledges that  
its rating of the Certificates in effect immediately prior to such assignment   
and delegation will not be qualified or reduced as a result of such assignment  
and delegation. No appointment of a successor to the Master Servicer hereunder  
shall be effective until (i) the Trustee shall have consented thereto, (ii)     
written notice of such proposed appointment shall have been provided by the     
Trustee to each Certificateholder and (iii) at least 15 calendar days prior to  
the effective date of such appointment, (x) the Trustee shall provide written   
notice to the Depositor of such successor pursuant to this Section 7.02 and     
(y) such successor Master Servicer shall provide to the Depositor in writing    
and in form and substance reasonably satisfactory to the Depositor, all         
information reasonably requested by the Depositor in order to comply with its   
reporting obligation under Item 6.02 of Form 8-K with respect to a replacement  
master servicer. The Trustee shall not resign as servicer until a successor     
servicer has been appointed and has accepted such appointment. Pending          
appointment of a successor to the Master Servicer hereunder, the Trustee,       
unless the Trustee is prohibited by law from so acting, shall, subject to       
Section 3.04 hereof, act in such capacity as herein above provided. In          
connection with such appointment and assumption, the Trustee may make such      
arrangements for the compensation of such successor out of payments on          
Mortgage Loans as it and such successor shall agree; provided that no such      
compensation shall be in excess of that permitted the Master Servicer           
hereunder. The Trustee and such successor shall take such action, consistent    
with this Agreement, as shall be necessary to effectuate any such succession.   
Neither the Trustee nor any                                                     

137   

EX-4.1
144th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 144th
other successor servicer shall be deemed to be in default hereunder by reason   
of any failure to make, or any delay in making, any distribution hereunder or   
any portion thereof or any failure to perform, or any delay in performing, any  
duties or responsibilities hereunder, in either case caused by the failure of   
the Master Servicer to deliver or provide, or any delay in delivering or        
providing, any cash, information, documents or records to it.                   

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

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

138   

EX-4.1
145th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 145th
person would exercise or use under the circumstances in the conduct of such     
person's own affairs.                                                           

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

        No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own gross      
negligent failure to act or its own misconduct, its grossly negligent failure   
to perform its obligations in compliance with this Agreement, or any liability  
that would be imposed by reason of its willful misfeasance or bad faith;        
provided that:                                                                  

           (1) prior to the occurrence of an Event of Default, and
after the curing of all such Events of Default that may have  
occurred, the duties and obligations of the Trustee shall be  
    determined solely by the express provisions of this Agreement, the
     Trustee shall not be liable, individually or as Trustee, except for
    the performance of such duties and obligations as are specifically
  set forth in this Agreement, no implied covenants or obligations
       shall be read into this Agreement against the Trustee and the Trustee
  may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the    
    requirements of this Agreement that it reasonably believed in good
  faith to be genuine and to have been duly executed by the proper
authorities respecting any matters arising hereunder;         

           (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                          

139   

EX-4.1
146th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 146th
absence of a Trustee Advance Notice or actual knowledge by a  
      Responsible Officer that (A) a required Advance was not made and (B)
such required Advance was not a Nonrecoverable Advance.       

Section 8.02 Certain Matters Affecting the Trustee.     

(a) Except as otherwise provided in Section 8.01:       

          (1) the Trustee may request and rely upon and shall be
    protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of auditors or any other   
       certificate, statement, instrument, opinion, report, notice, request,
     consent, order, appraisal, bond or other paper or document believed
 by it to be genuine and to have been signed or presented by the
proper party or parties;                                      

               (2) the Trustee may consult with counsel and any Opinion of
    Counsel shall be full and complete authorization and protection in
       respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;    

           (3) the Trustee shall not be liable, individually or as
  Trustee, for any action taken, suffered or omitted by it in good
       faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;         

                (4) prior to the occurrence of an Event of Default hereunder
       and after the curing of all Events of Default that may have occurred,
   the Trustee shall not be bound to make any investigation into the
    facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, 
approval, bond or other paper or document, unless requested in
     writing so to do by the NIM Insurer or the Holders of each Class of
   Certificates evidencing not less than 25% of the Voting Rights of
such Class; provided, however, that if the payment within a   
      reasonable time to the Trustee of the costs, expenses or liabilities
     likely to be incurred by it in the making of such investigation is,
     in the opinion of the Trustee not reasonably assured to the Trustee
by the NIM Insurer or such Certificateholders, the Trustee may
      require reasonable indemnity against such expense, or liability from
     the NIM Insurer or such Certificateholders as a condition to taking
any such action;                                              

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

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

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

140   

EX-4.1
147th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 147th
               (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.                                                                       

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.                                                           

141   

EX-4.1
148th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 148th
        Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses.

        The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and       
advances incurred or made by the Trustee on behalf of the Trust Fund in         
accordance with any of the provisions of this Agreement (including, without     
limitation: (A) the reasonable compensation and the expenses and disbursements  
of its counsel, but only for representation of the Trustee acting in its        
capacity as Trustee hereunder and (B) to the extent that the Trustee must       
engage persons not regularly in its employ to perform acts or services on       
behalf of the Trust Fund, which acts or services are not in the ordinary        
course of the duties of a trustee, paying agent or certificate registrar, in    
the absence of a breach or default by any party hereto, the reasonable          
compensation, expenses and disbursements of such persons, except any such       
expense, disbursement or advance as may arise from its negligence, bad faith    
or willful misconduct). The Trustee and any director, officer, employee or      
agent of the Trustee shall be indemnified by the Master Servicer and held       
harmless against any loss, liability or expense (i) incurred in connection      
with any legal action relating to this Agreement or the Certificates, or in     
connection with the performance of any of the Trustee's duties hereunder,       
other than any loss, liability or expense incurred by reason of willful         
misfeasance, bad faith or negligence in the performance of any of the           
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's  
obligations and duties hereunder or (ii) resulting from any error in any tax    
or information return prepared by the Master Servicer. Such indemnity shall     
survive the termination of this Agreement or the resignation or removal of the  
Trustee hereunder.                                                              

Section 8.06 Eligibility Requirements for Trustee.      

      The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the       
United States of America, authorized under such laws to exercise corporate      
trust powers, having a combined capital and surplus of at least $50,000,000,    
subject to supervision or examination by federal or state authority and with a  
credit rating that would not cause any of the Rating Agencies to reduce their   
respective ratings of any Class of Certificates below the ratings issued on     
the Closing Date (or having provided such security from time to time as is      
sufficient to avoid such reduction). If such corporation or association         
publishes reports of condition at least annually, pursuant to law or to the     
requirements of the aforesaid supervising or examining authority, then for the  
purposes of this Section 8.06 the combined capital and surplus of such          
corporation or association shall be deemed to be its combined capital and       
surplus as set forth in its most recent report of condition so published. In    
case at any time the Trustee shall cease to be eligible in accordance with the  
provisions of this Section 8.06, the Trustee shall resign immediately in the    
manner and with the effect specified in Section 8.07 hereof. The corporation    
or national banking association serving as Trustee may have normal banking and  
trust relationships with the Depositor, the Sellers and the Master Servicer     
and their respective affiliates; provided that such corporation cannot be an    
affiliate of the Master Servicer other than the Trustee in its role as          
successor to the Master Servicer.                                               

142   

EX-4.1
149th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 149th
Section 8.07 Resignation and Removal of Trustee.        

     The Trustee may at any time resign and be discharged from the
trusts hereby created by (1) giving written notice of resignation to the        
Depositor and the Master Servicer and by mailing notice of resignation by       
first class mail, postage prepaid, to the Certificateholders at their           
addresses appearing on the Certificate Register and each Rating Agency, not     
less than 60 days before the date specified in such notice when, subject to     
Section 8.08, such resignation is to take effect, and (2) acceptance of         
appointment by a successor trustee in accordance with Section 8.08 and meeting  
the qualifications set forth in Section 8.06. If no successor trustee shall     
have been so appointed and have accepted appointment within 30 days after the   
giving of such notice or resignation, the resigning Trustee may petition any    
court of competent jurisdiction for the appointment of a successor trustee.     

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

    If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign  
after written request thereto by the NIM Insurer or the Depositor, (ii) the     
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or   
insolvent, or a receiver of the Trustee or of its property shall be appointed,  
or any public officer shall take charge or control of the Trustee or of its     
property or affairs for the purpose of rehabilitation, conservation or          
liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any    
state in which the Trustee or the Trust Fund is located, (B) the imposition of  
such tax would be avoided by the appointment of a different trustee and (C)     
the Trustee fails to indemnify the Trust Fund against such tax, or (iv) during  
the period which the Depositor is required to file Exchange Act Reports with    
respect to the Trust Fund, the Trustee fails to comply with its obligations     
under the last sentence of Section 7.01, the preceding paragraph, Section 8.09  
or Article XI and such failure is not remedied within the lesser of 10          
calendar days or such period in which the applicable Exchange Act Report can    
be filed timely (without taking into account any extensions), then, in the      
case of clauses (i) through (iii), the Depositor, the NIM Insurer or the        
Master Servicer, or in the case of clause (iv), the Depositor, may remove the   
Trustee and appoint a successor trustee, reasonably acceptable to the NIM       
Insurer, by written instrument, in triplicate, one copy of which instrument     
shall be delivered to the Trustee, one copy of which shall be delivered to the  
Master Servicer and one copy of which shall be delivered to the successor       
trustee.                                                                        

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

143   

EX-4.1
150th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 150th
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 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                                                                             

144   

EX-4.1
151st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 151st
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.                    

          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                                 

145   

EX-4.1
152nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 152nd
of them. Every instrument appointing any separate trustee or co-trustee shall   
refer to this Agreement and the conditions of this Article VIII. Each separate  
trustee and co-trustee upon its acceptance of the trusts conferred, shall be    
vested with the estates or property specified in its instrument of              
appointment, either jointly with the Trustee or separately, as may be provided  
therein, subject to all the provisions of this Agreement, specifically          
including every provision of this Agreement relating to the conduct of,         
affecting the liability of, or affording protection to, the Trustee. Every      
such instrument shall be filed with the Trustee and a copy thereof given to     
the Master Servicer and the Depositor.                                          

       Any separate trustee or co-trustee may, at any time, constitute
the Trustee its agent or attorney-in-fact, with full power and authority, to    
the extent not prohibited by law, to do any lawful act under or in respect of   
this Agreement on its behalf and in its name. If any separate trustee or        
co-trustee shall die, become incapable of acting, resign or be removed, all of  
its estates, properties, rights, remedies and trusts shall vest in and be       
exercised by the Trustee, to the extent permitted by law, without the           
appointment of a new or successor trustee.                                      

Section 8.11 Tax Matters.                               

         It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC created         
pursuant to the Preliminary Statement qualifies as, a "real estate mortgage     
investment conduit" as defined in and in accordance with the REMIC Provisions.  
In furtherance of such intention, the Trustee covenants and agrees that it      
shall act as agent (and the Trustee is hereby appointed to act as agent) on     
behalf of the Trust Fund and that in such capacity it shall: (a) prepare and    
file, or cause to be prepared and filed, in a timely manner, a U.S. Real        
Estate Mortgage Investment Conduit Income Tax Returns (Form 1066 or any         
successor form adopted by the Internal Revenue Service) and prepare and file    
or cause to be prepared and filed with the Internal Revenue Service and         
applicable state or local tax authorities income tax or information returns     
for each taxable year with respect to each REMIC created hereunder containing   
such information and at the times and in the manner as may be required by the   
Code or state or local tax laws, regulations, or rules, and furnish or cause    
to be furnished to Certificateholders the schedules, statements or information  
at such times and in such manner as may be required thereby; (b) within thirty  
days of the Closing Date, furnish or cause to be furnished to the Internal      
Revenue Service, on Forms 8811 or as otherwise may be required by the Code,     
the name, title, address, and telephone number of the person that the Holders   
of the Certificates may contact for tax information relating thereto, together  
with such additional information as may be required by such Form, and update    
such information at the time or times in the manner required by the Code for    
the Trust Fund; (c) make or cause to be made elections, on behalf of each       
REMIC created hereunder to be treated as a REMIC on the federal tax return of   
each such REMIC for its first taxable year (and, if necessary, under            
applicable state law); (d) prepare and forward, or cause to be prepared and     
forwarded, to the Certificateholders and to the Internal Revenue Service and,   
if necessary, state tax authorities, all information returns and reports as     
and when required to be provided to them in accordance with the REMIC           
Provisions, including without limitation, the calculation of any original       
issue discount using the Prepayment Assumption; (e) provide information         
necessary for the computation of tax imposed on the transfer of a Class A-R     
Certificate to a Person that is not a Permitted Transferee, or an agent         
(including a broker, nominee or other middleman) of a Non-Permitted             
Transferee, or a pass-through entity in which a Non-Permitted Transferee is     
the record holder of an interest (the                                           

146   

EX-4.1
153rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 153rd
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 penultimate 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 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                                         

147   

EX-4.1
154th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 154th
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 the 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 $425,000    
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.                      

         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 R-3-X Interest as          
deposited into the Carryover Reserve Fund. In addition, to the extent the       
interest otherwise payable to a Certificateholder is reduced for amounts        
payable with respect to the Swap Contract, the Trustee, for federal income tax  
purposes, shall treat the amount of such reduction as first payable to the      
Certificateholder as interest and as then payable by the Certificateholder      
with respect to a notional principal contract. To the extent the amount         
payable with respect to the Swap Contract exceeds the aggregate of the          
reductions described in the immediate sentence, the Trustee, for federal        
income tax purposes, shall treat                                                

148   

EX-4.1
155th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 155th
such excess as Realized Losses from Mortgage Loans and to the extent such       
Realized Losses (if they had occurred) would be allocated to a                  
Certificateholder, the Trustee shall treat such amount as first payable to the  
Certificateholder as principal and as then payable by the Certificateholder     
with respect to a notional principal contract.                                  

Section 8.12 Co-Trustee.                                

          (a) The Co-Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments           
furnished to the Co-Trustee that are specifically required to be furnished      
pursuant to any provision of this Agreement shall examine them to determine     
whether they conform to the requirements of this Agreement, to the extent       
required by this Agreement. If any such instrument is found not to conform to   
the requirements of this Agreement in a material manner, the Co-Trustee shall   
take action as it deems appropriate to have the instrument corrected. In        
addition, the Co-Trustee shall act as the insured under the Mortgage Insurance  
Policy and hereby directs the Master Servicer, on behalf of the Co-Trustee, to  
take all actions appropriate or required of the Co-Trustee under the Mortgage   
Insurance Policy, other than the payment of the Mortgage Insurance Premium and  
obtaining the approval of the Mortgage Insurer with respect to the appointment  
of a successor servicer.                                                        

        (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 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,

149   

EX-4.1
156th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 156th
     consent, order, appraisal, bond or other paper or document believed
 by it to be genuine and to have been signed or presented by the
proper party or parties;                                      

               (2) the Co-Trustee may consult with counsel and any Opinion
       of Counsel shall be full and complete authorization and protection in
       respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;    

              (3) the Co-Trustee shall not be liable, individually or as
     Co-Trustee, for any action taken, suffered or omitted by it in good
       faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;         

     (4) the Co-Trustee shall not be bound to make any
   investigation into the facts or matters stated in any resolution,
       certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document;    

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

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

          (d) The recitals contained herein shall be taken as the statements
of the Depositor or the Master Servicer, as the case may be, and the            
Co-Trustee assumes no responsibility for their correctness. The Co-Trustee      
makes no representations as to the validity or sufficiency of this Agreement    
or of any Mortgage Loan or related document or of MERS or the MERS(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                                                                             

150   

EX-4.1
157th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 157th
expenses and disbursements of its counsel, but only for representation of the   
Co-Trustee acting in its capacity as Co-Trustee hereunder and (B) to the        
extent that the Co-Trustee must engage persons not regularly in its employ to   
perform acts or services on behalf of the Trust Fund, which acts or services    
are not in the ordinary course of the duties of a trustee, paying agent or      
certificate registrar, in the absence of a breach or default by any party       
hereto, the reasonable compensation, expenses and disbursements of such         
persons, except any such expense, disbursement or advance as may arise from     
its negligence, bad faith or willful misconduct). The Co-Trustee and any        
director, officer, employee or agent of the Co-Trustee shall be indemnified by  
the Master Servicer and held harmless against any loss, liability or expense    
(i) incurred in connection with any legal action relating to this Agreement or  
the Certificates, or in connection with the performance of any of the           
Co-Trustee's duties hereunder, other than any loss, liability or expense        
incurred by reason of willful misfeasance, bad faith or negligence in the       
performance of any of the Co-Trustee's duties hereunder or by reason of         
reckless disregard of the Co-Trustee's obligations and duties hereunder and     
(ii) resulting from any error in any tax or information return prepared by the  
Master Servicer. Such indemnity shall survive the termination of this           
Agreement or the resignation or removal of the Co-Trustee hereunder.            

          (g) The Co-Trustee hereunder shall, at all times, be a corporation
or association organized and doing business under the laws of a state or the    
United States of America, authorized under such laws to exercise corporate      
trust powers, having a combined capital and surplus of at least $50,000,000,    
subject to supervision or examination by federal or state authority and with a  
credit rating that would not cause any of the Rating Agencies to reduce their   
respective ratings of any Class of Certificates below the ratings issued on     
the Closing Date (or having provided such security from time to time as is      
sufficient to avoid such reduction). If such corporation or association         
publishes reports of condition at least annually, pursuant to law or to the     
requirements of the aforesaid supervising or examining authority, then for the  
purposes of this Section 8.12 the combined capital and surplus of such          
corporation or association shall be deemed to be its combined capital and       
surplus as set forth in its most recent report of condition so published. In    
case at any time the Co-Trustee shall cease to be eligible in accordance with   
the provisions of this Section 8.12, the Co-Trustee shall resign immediately    
in the manner and with the effect specified in paragraph (h) below. The         
corporation or national banking association serving as Co-Trustee may have      
normal banking and trust relationships with the Depositor, the Sellers and the  
Master Servicer and their respective affiliates; provided that such             
corporation cannot be an affiliate of the Master Servicer other than the        
Trustee in its role as successor to the Master Servicer.                        

        (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.                                                      

151   

EX-4.1
158th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 158th
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 Co-Trustee in respect of its duties under this     
Agreement and access to officers of the Trustee responsible for performing its  
duties. Upon request, the Trustee or 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 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 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 Co-Trustee and are not obligated    
to supervise the performance of the Trustee under this Agreement or otherwise.  

Section 8.14 Suits for Enforcement.                     

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

ARTICLE IX.   
TERMINATION   

Section 9.01  Termination upon Liquidation or Repurchase
of all Mortgage Loans.      

       Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the     
Sellers, the Trustee and the Co-Trustee created hereby shall terminate upon     
the earlier of (a) the purchase by the Master Servicer or NIM Insurer (the      
party exercising such purchase option, the "Terminator") of all of the          
Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price    
equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage   
Loan in the Trust Fund (other than in respect of an REO Property), (ii)         
accrued interest thereon at the applicable Mortgage Rate (or, if such           
repurchase is effected by the Master Servicer, at the applicable Net Mortgage   
Rate), (iii) the appraised value of any REO Property in the Trust Fund (up to   
the Stated Principal Balance of the related Mortgage Loan), such appraisal to   
be conducted by an appraiser mutually agreed upon by the Terminator and the     
Trustee, (iv) any remaining unpaid costs and damages incurred by the Trust      
Fund that arises out of an actual violation of any predatory or abusive         
lending law or regulation and (v) if the Terminator is the NIM Insurer, any     
unreimbursed Servicing Advances,                                                

152   

EX-4.1
159th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 159th
and the principal portion of any unreimbursed Advances, made on the Mortgage    
Loans prior to the exercise of such repurchase and (b) the later of (i) the     
maturity or other liquidation (or any Advance with respect thereto) of the      
last Mortgage Loan remaining in the Trust Fund and the disposition of all REO   
Property and (ii) the distribution to related Certificateholders of all         
amounts required to be distributed to them pursuant to this Agreement, as       
applicable. In no event shall the trusts created hereby continue beyond the     
earlier of (i) the expiration of 21 years from the death of the last survivor   
of the descendants of Joseph P. Kennedy, the late Ambassador of the United      
States to the Court of St. James's, living on the date hereof and (ii) the      
Latest Possible Maturity Date.                                                  

          The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall  
be conditioned upon (1) the 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 and (2) unless the NIM Insurer otherwise        
consents, the purchase price for such Mortgage Loans and REO Properties shall   
result in a final distribution on any NIM Insurer guaranteed notes that is      
sufficient (x) to pay such notes in full and (y) to pay any amounts due and     
payable to the NIM Insurer pursuant to the indenture related to such notes.     

      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 earlier 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.    

        If on any Determination Date, (i) the Master Servicer determines
that there are no Outstanding Mortgage Loans and no other funds or assets in    
the Trust Fund other than the funds in the Certificate Account, the Master      
Servicer shall direct the Trustee to send a final distribution notice promptly  
to each related Certificateholder or (ii) the Trustee determines that a Class   
of Certificates shall be retired after a final distribution on such Class, the  
Trustee shall notify the related Certificateholders within five (5) Business    
Days after such Determination Date that the final distribution in retirement    
of such Class of Certificates is scheduled to be made on the immediately        
following Distribution Date. Any final distribution made pursuant to the        
immediately preceding sentence will be made only upon presentation and          
surrender of the related Certificates at the Corporate Trust Office of the      
Trustee. If the Terminator elects to terminate pursuant to clause (a) of        
Section 9.01, at least 20 days prior to the date notice is to be mailed to the  
affected Certificateholders, such electing party shall notify the Depositor     
and the Trustee of the date such electing party intends to terminate and of     
the applicable repurchase price of the related Mortgage Loans and REO           
Properties.                                                                     

      Notice of any termination, specifying the Distribution Date on
which related Certificateholders may surrender their Certificates for payment   
of the final distribution and cancellation, shall be given promptly by the      
Trustee by letter to related Certificateholders mailed                          

153   

EX-4.1
160th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 160th
not earlier than the 10th day and no later than the 15th day of the month       
immediately preceding the month of such final distribution. Any such notice     
shall specify (a) the Distribution Date upon which final distribution on        
related Certificates will be made upon presentation and surrender of such       
Certificates at the office therein designated, (b) the amount of such final     
distribution, (c) the location of the office or agency at which such            
presentation and surrender must be made, and (d) that the Record Date           
otherwise applicable to such Distribution Date is not applicable,               
distributions being made only upon presentation and surrender of such           
Certificates at the office therein specified. The Terminator will give such     
notice to each Rating Agency at the time such notice is given to the affected   
Certificateholders.                                                             

          In the event such notice is given, the Master Servicer shall cause
all funds in the Certificate Account to be remitted to the Trustee for deposit  
in the Distribution Account on the Business Day prior to the applicable         
Distribution Date in an amount equal to the final distribution in respect of    
the Certificates. Upon such final deposit and the receipt by the Trustee of a   
Request for File Release therefor, the Co-Trustee shall promptly release to     
the Master Servicer the Mortgage Files for the Mortgage Loans.                  

        Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each affected Class the  
amounts allocable to such Certificates held in the Distribution Account (and,   
if applicable, the Carryover Reserve Fund) in the order and priority set forth  
in Section 4.04 hereof on the final Distribution Date and in proportion to      
their respective Percentage Interests. Notwithstanding the reduction of the     
Certificate Principal Balance of any Class of Certificates to zero, such Class  
will be outstanding hereunder (solely for the purpose of receiving              
distributions (if any) to which it may be entitled pursuant to the terms of     
this Agreement and not for any other purpose) until the termination of the      
respective obligations and responsibilities of the Depositor, each Seller, the  
Master Servicer and the Trustee hereunder in accordance with Article IX.        

   In the event that any affected Certificateholders shall not
surrender related Certificates for cancellation within six months after the     
date specified in the above mentioned written notice, the Trustee shall give a  
second written notice to the remaining Certificateholders to surrender their    
related Certificates for cancellation and receive the final distribution with   
respect thereto. If within six months after the second notice all the           
applicable Certificates shall not have been surrendered for cancellation, the   
Trustee may take appropriate steps, or may appoint an agent to take             
appropriate steps, to contact the remaining Certificateholders concerning       
surrender of their Certificates, and the cost thereof shall be paid out of the  
funds and other assets that remain a part of the Trust Fund. If within one      
year after the second notice all related Certificates shall not have been       
surrendered for cancellation, the Class A-R Certificates shall be entitled to   
all unclaimed funds and other assets that remain subject hereto.                

Section 9.03 Additional Termination Requirements.       

          (a) In the event the Terminator exercises its purchase option, the
Trust Fund shall be terminated in accordance with the following additional      
requirements, unless the Trustee has been supplied with an Opinion of Counsel,  
at the expense of the Terminator, to the effect that the failure of the Trust   
Fund to comply with the requirements of this Section 9.03 will not (i) result   
in the imposition of taxes on "prohibited transactions" of a REMIC, or (ii)     
cause any                                                                       

154   

EX-4.1
161st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 161st
REMIC created hereunder to fail to qualify as a REMIC at any time that any      
Certificates are outstanding:                                                   

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

              (2) During such 90-day liquidation period, and at or prior
  to the time of making the final payment on the Certificates, the
      Master Servicer as agent of the Trustee shall sell all of the assets
of the Trust Fund to the Terminator for cash; and             

             (3) At the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
       distributed or credited, to the Class A-R Certificateholders all cash
   on hand (other than cash retained to meet claims) related to such
   Class of Certificates, and the Trust Fund shall terminate at that
time.                                                         

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

        (c) The Trustee as agent for each REMIC created hereunder hereby
agrees to adopt and sign such a plan of complete liquidation upon the written   
request of the Master Servicer, and the receipt of the Opinion of Counsel       
referred to in Section 9.03(a)(1), and together with the Holders of the Class   
A-R Certificates agree to take such other action in connection therewith as     
may be reasonably requested by the Terminator.                                  

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 Co-Trustee and the Trustee with the       
consent of the NIM Insurer, without the consent of any of the                   
Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement     
any provisions herein, (iii) to conform this Agreement to the Prospectus        
Supplement or the Prospectus, (iv) to modify, alter, amend, add to or rescind   
any of the terms or provisions contained in this Agreement to comply with any   
rules or regulations promulgated by the Securities and Exchange Commission      
from time to time, or (v) to make such other provisions with respect to         
matters or questions arising under this Agreement, as shall not be              
inconsistent                                                                    

155   

EX-4.1
162nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 162nd
with any other provisions herein if such action shall not, as evidenced by an   
Opinion of Counsel, adversely affect in any material respect the interests of   
any Certificateholder; provided that any such amendment shall be deemed not to  
adversely affect in any material respect the interests of the                   
Certificateholders and no such Opinion of Counsel shall be required if the      
Person requesting such amendment obtains a letter from each Rating Agency       
stating that such amendment would not result in the downgrading or withdrawal   
of the respective ratings then assigned to the Certificates, it being           
understood and agreed that any such letter in and of itself will not represent  
a determination as to the materiality of any such amendment and will represent  
a determination only as to the credit issues affecting any such rating. Any     
amendment described above made solely to conform this Agreement to the          
Prospectus or the Prospectus Supplement shall be deemed not to adversely        
affect in any material respect the interests of the Certificateholders.         
Notwithstanding the foregoing, no amendment that significantly changes the      
permitted activities of the trust created by this Agreement may be made         
without the consent of Certificateholders representing not less than 51% of     
the Voting Rights of each Class of Certificates affected by such amendment.     
Each party to this Agreement hereby agrees that it will cooperate with each     
other party in amending this Agreement pursuant to clause (iv) above.           

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

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

156   

EX-4.1
163rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 163rd
Counterparty, which consent shall not be unreasonably withheld. CHL shall       
provide the Swap Counterparty with prior written notice of any proposed         
material amendment of this Agreement.                                           

     Notwithstanding any contrary provision of this Agreement, the
Trustee and the NIM Insurer shall not consent to any amendment to this          
Agreement unless each shall have first received an Opinion of Counsel           
satisfactory to the Trustee and the NIM Insurer, which opinion shall be an      
expense of the party requesting such amendment but in any case shall not be an  
expense of the Trustee or the NIM Insurer, to the effect that such amendment    
will not cause the imposition of any tax on the Trust Fund or the               
Certificateholders or cause any REMIC formed hereunder to fail to qualify as a  
REMIC at any time that any Certificates are outstanding.                        

        Promptly after the execution of any amendment to this Agreement,
the Trustee shall furnish written notification of the substance of such         
amendment to the Swap Counterparty, to each Certificateholder (if the consent   
of Certificateholders is required) and each Rating Agency.                      

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

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

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                                                                 

157   

EX-4.1
164th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 164th
PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE     
WITH SUCH LAWS.                                                                 

Section 10.04 Intention of Parties.                     

   (a) It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title    
insurance policies and any modifications, extensions and/or assumption          
agreements and private mortgage insurance policies relating to the Mortgage     
Loans by the Depositor to the Trustee be, and be construed as, an absolute      
sale thereof to the Trustee. It is, further, not the intention of the parties   
that such conveyance be deemed a pledge thereof by the Depositor to the         
Trustee. However, in the event that, notwithstanding the intent of the          
parties, such assets are held to be the property of the Depositor, or if for    
any other reason this Agreement or any Subsequent Transfer Agreement is held    
or deemed to create a security interest in such assets, then (i) this           
Agreement shall be deemed to be a security agreement (within the meaning of     
the Uniform Commercial Code of the State of New York) with respect to all such  
assets and security interests and (ii) the conveyance provided for in this      
Agreement and any Subsequent Transfer Agreement shall be deemed to be an        
assignment and a grant pursuant to the terms of this Agreement by the           
Depositor to the Trustee, for the benefit of the Certificateholders and the     
Swap Counterparty, of a security interest in all of the assets that constitute  
the Trust Fund, whether now owned or hereafter acquired.                        

        The Depositor for the benefit of the Certificateholders, the NIM
Insurer and the Swap Counterparty shall, to the extent consistent with this     
Agreement, take such actions as may be necessary to ensure that, if this        
Agreement were deemed to create a security interest in the assets of the Trust  
Fund, such security interest would be deemed to be a perfected security         
interest of first priority under applicable law and will be maintained as such  
throughout the term of the Agreement. The Depositor shall arrange for filing    
any Uniform Commercial Code continuation statements in connection with any      
security interest granted or assigned to the Trustee for the benefit of the     
Certificateholders and the Swap Counterparty.                                   

(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.                

158   

EX-4.1
165th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 165th
               (v) All original executed copies of each Mortgage Note that
          are required to be delivered to the Co-Trustee pursuant to Section
2.01 have been delivered to the Co-Trustee.             

                (vi) Other than the security interest granted to the Trustee
  pursuant to this Agreement, the Depositor has not pledged,
    assigned, sold, granted a security interest in, or otherwise
 conveyed any of the Mortgage Loans. The Depositor has not
  authorized the filing of and is not aware of any financing
      statements against the Depositor that include a description of
       collateral covering the Mortgage Loans other than any financing
          statement relating to the security interest granted to the Trustee
         hereunder or that has been terminated. The Depositor is not aware
  of any judgment or tax lien filings against the Depositor.

       (c) The Master Servicer shall take such action as is reasonably
necessary to maintain the perfection and priority of the security interest of   
the Trustee in the Mortgage Loans; provided, however, that the obligation to    
deliver the Mortgage File to the Co-Trustee pursuant to Section 2.01 shall be   
solely the Depositor's obligation and the Master Servicer shall not be          
responsible for the safekeeping of the Mortgage Files by the Co-Trustee.        

    (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;                                                         

159   

EX-4.1
166th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 166th
           (2) Each annual statement as to compliance described in
Section 3.17; and                                             

             (3) Each annual independent public accountants' servicing
report described in Section 11.07.                            

     (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile      
transmission, first class mail or delivered to (i) in the case of the           
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,         
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other    
address as may be hereafter furnished to the Sellers, the Master Servicer and   
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide   
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile     
number (818) 225-4053, Attention: David A. Spector, or such other address as    
may be hereafter furnished to the Depositor, the Master Servicer and the        
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park       
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number   
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter  
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers  
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park         
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,          
Attention: Paul Liu, or such other address as may be hereafter furnished to     
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;   
(v) in the case of the Master Servicer, Countrywide Home Loans Servicing LP,    
7105 Corporate Drive, Plano, Texas 75024, 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 2006-6, or such other address as the Trustee may hereafter furnish to    
the parties hereto; (vii) in the case of the Co-Trustee, The Bank of New York   
Trust Company, N.A., 5730 Katella Avenue, Cypress, California 90630,            
Attention: MBS Support Services, or such other address as the Co-Trustee may    
be hereafter furnished to the Depositor, the Master Servicer and the Trustee;   
and (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 (ix) in the case of the Swap  
Counterparty, Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London    
E14 4BB, England, Attention: Swaps Documentation, facsimile number              
0207-773-6857/6858, 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.  

160   

EX-4.1
167th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 167th
Section 10.07 Assignment.                               

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

 Section 10.08 Limitation on Rights of Certificateholders.

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

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

          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                            

161   

EX-4.1
168th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 168th
papers of the Master Servicer relating to the Mortgage Loans, to make copies    
and extracts therefrom, to cause such books to be audited by independent        
certified public accountants selected by the Depositor, a Seller, the NIM       
Insurer or the Trustee and to discuss its affairs, finances and accounts        
relating to the Mortgage Loans with its officers, employees and independent     
public accountants (and by this provision the Master Servicer hereby            
authorizes such accountants to discuss with such representative such affairs,   
finances and accounts), all at such reasonable times and as often as may be     
reasonably requested. Any out-of-pocket expense incident to the exercise by     
the Depositor, any Seller, the NIM Insurer or the Trustee of any right under    
this Section 10.09 shall be borne by the party requesting such inspection; all  
other such expenses shall be borne by the Master Servicer.                      

Section 10.10 Certificates Nonassessable and Fully Paid.

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

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.                                           

162   

EX-4.1
169th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 169th
  (d) A copy of any documents of any nature required by this
Agreement to be delivered by the Trustee, or to the Trustee or the Rating       
Agencies, shall in each case at the same time also be delivered to the NIM      
Insurer. Any notices required to be given by the Trustee, or to the Trustee or  
the Rating Agencies, shall in each case at the same time also be given to the   
NIM Insurer. If the Trustee receives a notice or document that is required      
hereunder to be delivered to the NIM Insurer, and if such notice or document    
does not indicate that a copy thereof has been previously sent to the NIM       
Insurer, the Trustee shall send the NIM Insurer a copy of such notice or        
document. If such document is an Opinion of Counsel, the NIM Insurer shall be   
an addressee thereof or such Opinion of Counsel shall contain language          
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an        
addressee thereof.                                                              

 (e) Anything in this Agreement that is conditioned on not
resulting in the downgrading or withdrawal of the ratings then assigned to the  
Certificates by the Rating Agencies shall also be conditioned on not resulting  
in the downgrading or withdrawal of the ratings then assigned by the Rating     
Agencies to the notes backed or secured by the Class C or Class P Certificates  
(without giving effect to any policy or guaranty provided by the NIM Insurer).  

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                                                            

163   

EX-4.1
170th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 170th
respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any        
information to be filed on Form 10-D shall be delivered to the Trustee in       
EDGAR-compatible form or as otherwise agreed upon by the Trustee and the        
Depositor or the Master Servicer, as the case may be, at the Depositor's        
expense, and any necessary conversion to EDGAR-compatible format will be at     
the Depositor's expense. At the reasonable request of, and in accordance with   
the reasonable directions of, the Depositor or the Master Servicer, subject to  
the two preceding sentences, the Trustee shall prepare for filing and file an   
amendment to any Form 10-D previously filed with the Commission with respect    
to the Trust Fund. The Master Servicer shall sign the Form 10-D filed on        
behalf of the Trust Fund.                                                       

    (b) No later than each Distribution Date, each of the Master
Servicer and the Trustee shall notify (and the Master Servicer shall cause any  
Subservicer to notify) the Depositor and the Master Servicer of any Form 10-D   
Disclosure Item, together with a description of any such Form 10-D Disclosure   
Item in form and substance reasonably acceptable to the Depositor. In addition  
to such information as the Master Servicer and the Trustee are obligated to     
provide pursuant to other provisions of this Agreement, if so requested by the  
Depositor, each of the Master Servicer and the Trustee shall provide such       
information which is available to the Master Servicer and the Trustee, as       
applicable, without unreasonable effort or expense regarding the performance    
or servicing of the Mortgage Loans (in the case of the Trustee, based on the    
information provided by the Master Servicer) as is reasonably required to       
facilitate preparation of distribution reports in accordance with Item 1121 of  
Regulation AB. Such information shall be provided concurrently with the         
Remittance Reports in the case of the Master Servicer and the Monthly           
Statement in the case of the Trustee, commencing with the first such report     
due not less than five Business Days following such request.                    

     (c) The Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a       
format suitable (or readily convertible into a format suitable) for electronic  
filing via the EDGAR system and shall not have any responsibility to convert    
any such items to such format (other than those items generated by it or that   
are readily convertible to such format). The Trustee shall have no liability    
to the Certificateholders, the Trust Fund, the Master Servicer, the Depositor   
or the NIM Insurer with respect to any failure to properly prepare or file any  
of Form 10-D to the extent that such failure is not the result of any           
negligence, bad faith or willful misconduct on its part.                        

Section 11.03 Form 8-K Filings.                         

         The Master Servicer shall prepare and file on behalf of the Trust
Fund any Form 8-K required by the Exchange Act. Each Form 8-K must be signed    
by the Master Servicer. Each of the Master Servicer (and the Master Servicer    
shall cause any Subservicer to promptly notify) and the Trustee shall promptly  
notify the Depositor and the Master Servicer (if the 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                                                           

164   

EX-4.1
171st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 171st
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 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                           

165   

EX-4.1
172nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 172nd
Certifying Person, the entity for which the Certifying Person acts as an        
officer, and such entity's officers, directors and Affiliates (collectively     
with the Certifying Person, "Certification Parties") can reasonably rely. The   
senior officer in charge of the servicing function of the Master Servicer       
shall serve as the Certifying Person on behalf of the Trust Fund. Neither the   
Master Servicer nor the Depositor will request delivery of a certification      
under this clause unless the Depositor is required under the Exchange Act to    
file an annual report on Form 10-K with respect to the Trust Fund. In the       
event that prior to the filing date of the Form 10-K in March of each year,     
the Trustee or the Depositor has actual knowledge of information material to    
the Sarbanes-Oxley Certification, the Trustee or the Depositor, as the case     
may be, shall promptly notify the Master Servicer and the Depositor. The        
respective parties hereto agree to cooperate with all reasonable requests made  
by any Certifying Person or Certification Party in connection with such         
Person's attempt to conduct any due diligence that such Person reasonably       
believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley   
Certification or portion thereof with respect to the Trust Fund.                

Section 11.06 Form 15 Filing.                           

       Prior to January 30 of the first year in which the Depositor is
able to do so under applicable law, the Depositor shall file a Form 15          
relating to the automatic suspension of reporting in respect of the Trust Fund  
under the Exchange Act.                                                         

         Section 11.07 Report on Assessment of Compliance and Attestation.

      (a) On or before March 15 of each calendar year, commencing in
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 W 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, 

166   

EX-4.1
173rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 173rd
 including, without limitation that in the event that an overall
     opinion cannot be expressed, such registered public accounting firm
 shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not
     contain restricted use language. To the extent any of the Servicing
Criteria are not applicable to such Person, with respect to   
      asset-backed securities transactions taken as a whole involving such
Person and that are backed by the same asset type backing the 
    Certificates, such report shall include such a statement that that
effect.                                                       

            (3) The Master Servicer shall cause each Subservicer and
each Reporting Subcontractor to deliver to the Depositor an   
   assessment of compliance and accountant's attestation as and when
provided in paragraphs (a) and (b) of this Section 11.07.     

               (4) The Trustee shall cause each Reporting Subcontractor to
   deliver to the Depositor and the Master Servicer an assessment of
 compliance and accountant's attestation as and when provided in
paragraphs (a) and (b) of this Section.                       

              (5) The Master Servicer and the Trustee shall execute (and
      the Master Servicer shall cause each Subservicer to execute, and the
Master Servicer and the Trustee shall cause each Reporting    
Subcontractor to execute) a reliance certificate to enable the
Certification Parties to rely upon each (i) annual compliance 
    statement provided pursuant to Section 3.17, (ii) annual report on
     assessments of compliance with servicing criteria provided pursuant
       to this Section 11.07 and (iii) accountant's report provided pursuant
   to this Section 11.07 and shall include a certification that each
       such annual compliance statement or report discloses any deficiencies
    or defaults described to the registered public accountants of such
       Person to enable such accountants to render the certificates provided
for in this Section 11.07.                                    

          (b) In the event the Master Servicer, any Subservicer, the Trustee
or Reporting Subcontractor is terminated or resigns during the term of this     
Agreement, such Person shall provide documents and information required by      
this Section 11.07 with respect to the period of time it was subject to this    
Agreement or provided services with respect to the Trust Fund, the              
Certificates or the Mortgage Loans.                                             

   (c) Each assessment of compliance provided by a Subservicer
pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria    
specified on a certification substantially in the form of Exhibit W 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                                                   

167   

EX-4.1
174th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 174th
Section 3.17 and this Article XI to the same extent as if such Subservicer      
were the Master Servicer (except with respect to the Master Servicer's duties   
with respect to preparing and filing any Exchange Act Reports or as the         
Certifying Person). The Master Servicer shall be responsible for obtaining      
from each Subservicer and delivering to the Depositor any servicer compliance   
statement required to be delivered by such Subservicer under Section 3.17, any  
assessment of compliance and attestation required to be delivered by such       
Subservicer under Section 11.07 and any certification required to be delivered  
to the Certifying Person under Section 11.05 as and when required to be         
delivered. As a condition to the succession to any Subservicer as subservicer   
under this Agreement by any Person (i) into which such Subservicer may be       
merged or consolidated, or (ii) which may be appointed as a successor to any    
Subservicer, the Master Servicer shall provide to the Depositor, at least 15    
calendar days prior to the effective date of such succession or appointment,    
(x) written notice to the Depositor of such succession or appointment and (y)   
in writing and in form and substance reasonably satisfactory to the Depositor,  
all information reasonably requested by the Depositor in order to comply with   
its reporting obligation under Item 6.02 of Form 8-K.                           

  (b) It shall not be necessary for the Master Servicer, any
Subservicer or the Trustee to seek the consent of the Depositor or any other    
party hereto to the utilization of any Subcontractor. The Master Servicer or    
the Trustee, as applicable, shall promptly upon request provide to the          
Depositor (or any designee of the Depositor, such as the Master Servicer or     
administrator) a written description (in form and substance satisfactory to     
the Depositor) of the role and function of each Subcontractor utilized by such  
Person (or in the case of the Master 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.                                           

168   

EX-4.1
175th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 175th
    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.                                     

169   

EX-4.1
176th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 176th
         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/ Leon Daniels, Jr.
                                 -----------------------------
                            Name:  Leon Daniels, Jr.
                         Title: Vice President

                     COUNTRYWIDE HOME LOANS, INC.,
             as a Seller

                     By: /s/ Leon Daniels, Jr.
                                 -----------------------------
                            Name:  Leon Daniels, Jr.
                                Title: Senior Vice President

         PARK MONACO INC.,
             as a Seller

                     By: /s/ Leon Daniels, Jr.
                                 -----------------------------
                            Name:  Leon Daniels, Jr.
                         Title: Vice President

        PARK SIENNA LLC,
             as a Seller

                     By: /s/ Leon Daniels, Jr.
                                 -----------------------------
                            Name:  Leon Daniels, Jr.
                         Title: Vice President

EX-4.1
177th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 177th
                            COUNTRYWIDE HOME LOANS SERVICING LP,
                    as Master Servicer

                 By:  COUNTRYWIDE GP, INC.

                     By: /s/ Leon Daniels, Jr.
                                 -----------------------------
                            Name:  Leon Daniels, Jr.
                         Title: Vice President

             THE BANK OF NEW YORK,
            as Trustee

                   By: /s/ Cirino Emanuele
                                 -----------------------------
                          Name:  Cirino Emanuele
                                   Title: Assistant Vice President

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

                     By: /s/ Ernest Ulate, Jr.
                                 -----------------------------
                            Name:  Ernest Ulate, Jr.
                         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

EX-4.1
178th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 178th
STATE OF CALIFORNIA           )                                                 
)  ss.:             
COUNTY OF LOS ANGELES         )                                                 

          On this 29th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the       
basis of satisfactory evidence to be a Senior Vice President of Countrywide     
Home Loans, Inc., one of the corporations that executed the within instrument,  
and also known to me to be the person who executed it on behalf of such         
corporation and acknowledged to me that such corporation executed the within    
instrument.                                                                     

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

              /s/ Glenda J. Daniel
                             -----------------------------------
                             Notary Public

[Notarial Seal]                                                                 

EX-4.1
179th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 179th
STATE OF CALIFORNIA           )                                                 
)  ss.:             
COUNTY OF LOS ANGELES         )                                                 

          On this 29th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the       
basis of satisfactory evidence to be a 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 J. Daniel
                             -----------------------------------
                             Notary Public

[Notarial Seal]                                                                 

EX-4.1
180th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 180th
STATE OF CALIFORNIA           )                                                 
)  ss.:             
COUNTY OF LOS ANGELES         )                                                 

          On this 29th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., 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 J. Daniel
                             -----------------------------------
                             Notary Public

[Notarial Seal]                                                                 

EX-4.1
181st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 181st
STATE OF CALIFORNIA                      )                                      
             )      ss.:
COUNTY OF LOS ANGELES                    )                                      

          On this 29th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., 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 J. Daniel
                             -----------------------------------
                             Notary Public

[Notarial Seal]                                                                 

EX-4.1
182nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 182nd
STATE OF CALIFORNIA                      )                                      
             )      ss.:
COUNTY OF LOS ANGELES                    )                                      

          On this 29th day of March, 2006, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the       
basis of satisfactory evidence to be a 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 J. Daniel
                             -----------------------------------
                             Notary Public

[Notarial Seal]                                                                 

EX-4.1
183rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 183rd
STATE OF NEW YORK            )                                                
)  ss.:             
COUNTY OF NEW YORK            )                                                 

         On this 29th day of March, 2006 before me, a notary public in and
for said State, appeared Cirino Emanuele, personally known to me on the basis of
satisfactory evidence to be a Assistant 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/ Philip A. Tracy III
                             -----------------------------------
                             Notary Public

[Notarial Seal]                                                                 

EX-4.1
184th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 184th
STATE OF CALIFORNIA           )                                                 
)  ss.:             
COUNTY OF LOS ANGELES         )                                                 

     On this 29th day of March, 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]                                                                 

EX-4.1
185th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 185th
STATE OF NEW YORK             )                                                 
)  ss.:             
COUNTY OF NEW YORK            )                                                 

         On this 29th day of March, 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/ Philip A. Tracy III
                             -----------------------------------
                             Notary Public

[Notarial Seal]                                                                 

EX-4.1
186th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 186th
                                                                Exhibits A-1
                                                                through A-14

[Exhibits A-1 through A-14 are  
photocopies of such Certificates as delivered.]   

[See appropriate documents delivered at closing.]   

A-1 

EX-4.1
187th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 187th
                                                                   Exhibit B

Exhibit B is a photocopy  
of the Class P Certificates 
as delivered. 

[See appropriate document delivered at closing.]  

B-1 

EX-4.1
188th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 188th
                                                                   Exhibit C

Exhibit C is a photocopy  
of the Class C Certificates 
as delivered. 

[See appropriate document delivered at closing.]  

C-1 

EX-4.1
189th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 189th
                                                                   Exhibit D

Exhibit D is a photocopy  
of the Class A-R Certificate  
as delivered. 

[See appropriate documents delivered at closing.]   

D-1 

EX-4.1
190th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 190th
                                                                   Exhibit E

Exhibit E is a photocopy  
of the Tax Matters Person Certificate 
as delivered. 

[See appropriate documents delivered at closing.]   

E-1 

EX-4.1
191st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 191st
                                                         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 

EX-4.1
192nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 192nd
EXHIBIT G-1 

FORM OF INITIAL CERTIFICATION OF TRUSTEE  

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2006-6    
  ----------------------------------------------

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 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.           

G-1-1 

EX-4.1
193rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 193rd
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.    

             The Bank of New York,
            as Trustee

                         By: _____________________________
     Name:
      Title:

G-1-2 

EX-4.1
194th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 194th
EXHIBIT G-2 

FORM OF INTERIM CERTIFICATION OF TRUSTEE  

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2006-6    
  ----------------------------------------------

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 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[, 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) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a     
copy of such Mortgage, with recording information, and in the case of each      
[Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage       
Loan, the original Mortgage or a copy of such Mortgage, with recording          
information, noting thereon the presence of the MIN of the [Initial Mortgage    

G-2-1 

EX-4.1
195th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 195th
Loan][Subsequent Mortgage Loan] and language indicating that the [Initial       
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial          
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan, with evidence of        
recording indicated thereon, or a copy of the Mortgage certified by the public  
recording office in which such Mortgage has been recorded;                      

          (iii) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the       
Mortgage to "Asset-Backed Certificates, Series 2006-6, CWABS, Inc., by The      
Bank of New York, a New York banking corporation, as trustee under the Pooling  
and Servicing Agreement dated as of March 1, 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 Co-Trustee has received, in lieu        
thereof, a true and complete copy of such Mortgage and/or such assignment or    
assignments of the Mortgage, as applicable, each certified by the applicable    
Seller, the applicable title company, escrow agent or attorney, or the          
originator of such [Initial Mortgage Loan][Subsequent Mortgage Loan], as the    
case may be, to be a true and complete copy of the original Mortgage or         
assignment of Mortgage submitted for recording.                                 

        Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such  
[Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii) the information     
set forth in items (i), (iv), (v), (vi), (viii), (ix) and (xv) of the           
definition of the "Mortgage Loan Schedule" in Section 1.01 of the Pooling and   
Servicing Agreement accurately reflects information set forth in the Mortgage   
File.                                                                           

G-2-2 

EX-4.1
196th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 196th
        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to:    
(i) the validity, legality, sufficiency, enforceability or genuineness of any   
of the documents contained in each Mortgage File of any of the [Initial         
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan     
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or    
(ii) the collectibility, insurability, effectiveness or suitability of any      
such Mortgage Loan.                                                             

G-2-3 

EX-4.1
197th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 197th
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.    

             The Bank of New York,
            as Trustee

                         By: _____________________________
     Name:
      Title:

G-2-4 

EX-4.1
198th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 198th
EXHIBIT G-3 

FORM OF DELAY DELIVERY CERTIFICATION  

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2006-6    
  ----------------------------------------------

Gentlemen:                                                                      

  [Reference is made to the Initial Certification of Trustee
relating to the above-referenced series, with the schedule of exceptions        
attached thereto, delivered by the undersigned, as Trustee, on the Closing      
Date in accordance with Section 2.02 of the Pooling and Servicing Agreement     
dated as of March 1, 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) the Trustee has received:                           

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

  (2) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of  
the Mortgage to "Asset-Backed Certificates, Series 2006-6, CWABS, Inc., by The  
Bank of New York, a New York banking corporation, as trustee under the Pooling  
and Servicing Agreement dated as of March 1, 2006, without recourse" or a copy  
of such assignment, with recording information, or, in the case                 

G-3-1 

EX-4.1
199th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 199th
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:

G-3-2 

EX-4.1
200th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 200th
EXHIBIT G-4 

FORM OF INITIAL CERTIFICATION OF TRUSTEE  
(SUBSEQUENT MORTGAGE LOANS) 

[Date]  

[Depositor]                                                                     

[Sellers]                                                                       

[Master Servicer]                                                               

Re:   CWABS Asset-Backed Certificates, Series 2006-6    
  ----------------------------------------------

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 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    
Co-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                                                                              

G-4-1 

EX-4.1
201st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 201st
the documents contained in each Mortgage File of any of the Subsequent          
Mortgage Loans identified on the Loan Number and Borrower Identification        
Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness  
or suitability of any such Subsequent Mortgage Loan.                            

Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.    

             The Bank of New York,
            as Trustee

                      By: __________________________
     Name:
      Title:

G-4-2 

EX-4.1
202nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 202nd
EXHIBIT H 

FORM OF FINAL CERTIFICATION OF TRUSTEE  

[Date]  

[Depositor]                                                                     

[Master Servicer]                                                               

[Sellers]                                                                       

Re:   CWABS Asset-Backed Certificates, Series 2006-6    

Gentlemen:                                                                      

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 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[, 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) the Trustee   
has received:                                                                   

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

          (ii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a     
copy of such Mortgage, with recording information, and in the case of each      
[Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage       
Loan, the original Mortgage or a copy of such Mortgage, with recording          
information, noting the presence of the MIN of the [Initial Mortgage            
Loan][Subsequent Mortgage Loan] and language indicating that the [Initial       
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial          
Mortgage Loan][Subsequent                                                       

H-1 

EX-4.1
203rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 203rd
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 2006-6, CWABS, Inc., by The  
Bank of New York, a New York banking corporation, as trustee under the Pooling  
and Servicing Agreement dated as of March 1, 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].                         

H-2 

EX-4.1
204th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 204th
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:

EX-4.1
205th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 205th
EXHIBIT I 

TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES   

STATE OF                )                                                       
)     ss.:                      
COUNTY OF               )                                                       

    The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

         1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the             
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated    
as of March 1, 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 Trust Company, N.A., as  
Co-Trustee and The Bank of New York, as Trustee. Capitalized terms used, but    
not defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to  
such terms in the Agreement. The Transferee has authorized the undersigned to   
make this affidavit on behalf of the Transferee.                                

         2. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986,    
nor is it acting on behalf of or with plan assets of any such plan. The         
Transferee is, as of the date hereof, and will be, as of the date of the        
Transfer, a Permitted Transferee. The Transferee will endeavor to remain a      
Permitted Transferee for so long as it retains its Ownership Interest in the    
Certificate. The Transferee is acquiring its Ownership Interest in the          
Certificate for its own account.                                                

         3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not     
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability    
for the tax if the subsequent Transferee furnished to such Person an affidavit  
that such subsequent Transferee is a Permitted Transferee and, at the time of   
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

         4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any    
time during the taxable year of the pass-through entity a Person that is not a  
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the             
pass-through entity does not have actual knowledge that such affidavit is       
false. (For this purpose, a "pass-through entity" includes a regulated          
investment company, a real estate investment trust or common trust fund, a      
partnership, trust or estate, and certain cooperatives and, except as may be    
provided in Treasury Regulations, persons holding interests in pass-through     
entities as a nominee for another Person.)                                      

I-1 

EX-4.1
206th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 206th
        5. The Transferee has reviewed the provisions of Section 5.02(c)
of the Agreement (attached hereto as Exhibit 2 and incorporated herein by       
reference) and understands the legal consequences of the acquisition of an      
Ownership Interest in the Certificate including, without limitation, the        
restrictions on subsequent Transfers and the provisions regarding voiding the   
Transfer and mandatory sales. The Transferee expressly agrees to be bound by    
and to abide by the provisions of Section 5.02(c) of the Agreement and the      
restrictions noted on the face of the Certificate. The Transferee understands   
and agrees that any breach of any of the representations included herein shall  
render the Transfer to the Transferee contemplated hereby null and void.        

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in    
the Certificate, and in connection with any Transfer by a Person for whom the   
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to  
the effect that such Transferee has no actual knowledge that the Person to      
which the Transfer is to be made is not a Permitted Transferee.                 

   7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect    
to the Class A-R Certificates.                                                  

    8. The Transferee's taxpayer identification number is _____.

     9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30).                                                                    

          10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury        
regulations promulgated pursuant to the Code and that the transferor of a       
noneconomic residual interest will remain liable for any taxes due with         
respect to the income on such residual interest, unless no significant purpose  
of the transfer was to impede the assessment or collection of tax. In           
addition, as the holder of a noneconomic residual interest, the Transferee may  
incur tax liabilities in excess of any cash flows generated by the interest     
and the Transferee hereby represents that it intends to pay taxes associated    
with holding the residual interest as they become due.                          

     11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the        
transfer of the Class A-R Certificates to permit the Transferor to assess the   
financial capability of the Transferee to pay such taxes.                       

* * * 

I-2 

EX-4.1
207th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 207th
        IN WITNESS WHEREOF, the Transferee has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of Directors, by  
its duly authorized officer and its corporate seal to be hereunto affixed,      
duly attested, this ____ day of _____________, 20__.                            

            [NAME OF TRANSFEREE]

                 By: _____________________
     Name:
      Title:

[Corporate Seal]                                                                

ATTEST:                                                                         

_________________________                                                       
[Assistant] Secretary                                                           

          Personally appeared before me the above-named _____________, known
or proved to me to be the same person who executed the foregoing instrument     
and to be the ____________ of the Transferee, and acknowledged that he          
executed the same as his free act and deed and the free act and deed of the     
Transferee.                                                                     

      Subscribed and sworn before me this ____ day of _______, 20__.

                             _____________________________________
                             NOTARY PUBLIC
                            My Commission expires the ___ day of
                       , 20__.

I-3 

EX-4.1
208th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 208th
Certain Definitions 

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

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

         "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any     
beneficiary thereof), unincorporated organization or government or any agency   
or political subdivision thereof.                                               

  "Transfer": Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate, including the acquisition of a             
Certificate by the Depositor.                                                   

          "Transferee":   Any  Person  who  is  acquiring  by  Transfer  any
Ownership Interest in a Certificate.                                            

I-4 

EX-4.1
209th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 209th
Section 5.02(c) of the Agreement  

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

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

     (2) Except in connection with (i) the registration of the Tax
Matters Person Certificate in the name of the Trustee or (ii) any   
   registration in the name of, or transfer of a Class A-R Certificate to,
   an affiliate of the Depositor (either directly or through a nominee) in
  connection with the initial issuance of the Certificates, no Ownership
Interest in a Class A-R Certificate may be registered on the Closing
  Date or thereafter transferred, and the Trustee shall not register the
Transfer of any Class A-R Certificate, unless the Trustee shall have
    been furnished with an affidavit (a "Transfer Affidavit") of the initial
   owner or the proposed transferee in the form attached hereto as Exhibit
I.                                                                  

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

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

I-5 

EX-4.1
210th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 210th
  (5) The Master Servicer shall use its best efforts to make
available, upon receipt of written request from the Trustee, all    
  information necessary to compute any tax imposed under section 860E(e)
of the Code as a result of a Transfer of an Ownership Interest in a 
  Class A-R Certificate to any Holder who is not a Permitted Transferee.

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

I-6 

EX-4.1
211th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 211th
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 2006-6                 
---------------------------                 

Ladies and Gentlemen:                                                           

         In connection with our disposition of the Class A-R Certificates,
we certify that we have no knowledge that the Transferee is not a Permitted     
Transferee. All capitalized terms used herein but not defined herein shall      
have the meanings assigned to them in the Pooling and Servicing Agreement       
dated as of March 1, 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 Trust Company, N.A., as Co-Trustee, and The Bank of New York, as       
Trustee.                                                                        

         Very truly yours,

                             _____________________________________
          Name of Transferor

                             By: _________________________________
     Name:
      Title:

J-1-1 

EX-4.1
212th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 212th
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 2006-6, Class [   ]                  

Ladies and Gentlemen:                                                           

 In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not   
been registered under the Securities Act of 1933, as amended (the "Act"), and   
are being disposed by us in a transaction that is exempt from the registration  
requirements of the Act, (b) we have not offered or sold any Certificates to,   
or solicited offers to buy any Certificates from, any person, or otherwise      
approached or negotiated with any person with respect thereto, in a manner      
that would be deemed, or taken any other action which would result in, a        
violation of Section 5 of the Act. All capitalized terms used herein but not    
defined herein shall have the meanings assigned to them in the Pooling and      
Servicing Agreement dated as of March 1, 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 Trust Company, N.A., as Co-Trustee and    
The Bank of New York, as Trustee.                                               

         Very truly yours,

                           ___________________________________
          Name of Transferor

                           By: _______________________________
     Name:
      Title:

J-2-1 

EX-4.1
213th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 213th
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 2006-6, Class [   ]                  

Ladies and Gentlemen:                                                           

 In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not    
being registered under the Securities Act of 1933, as amended (the "Act"), or   
any state securities laws and are being transferred to us in a transaction      
that is exempt from the registration requirements of the Act and any such       
laws, (b) we are an "accredited investor," as defined in Regulation D under     
the Act, and have such knowledge and experience in financial and business       
matters that we are capable of evaluating the merits and risks of investments   
in the Certificates, (c) we have had the opportunity to ask questions of and    
receive answers from the Depositor concerning the purchase of the Certificates  
and all matters relating thereto or any additional information deemed           
necessary to our decision to purchase the Certificates, (d) either (i) we are   
not an employee benefit plan that is subject to the Employee Retirement Income  
Security Act of 1974, as amended, or a plan or arrangement that is subject to   
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we       
acting on behalf of any such plan or arrangement, or using the assets of any    
such plan or arrangement to effect such acquisition or (ii) if the              
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are  
an insurance company which is purchasing such Certificates with funds           
contained in an "insurance company general account" (as such term is defined    
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE          
95-60")) and the purchase and holding of such Certificates are covered under    
Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for     
investment for our own account and not with a view to any distribution of such  
Certificates (but without prejudice to our right at all times to sell or        
otherwise dispose of the Certificates in accordance with clause (g) below),     
(f) we have not offered or sold any Certificates to, or solicited offers to     
buy any Certificates from, any person, or otherwise approached or negotiated    
with any person with respect thereto, or taken any other action which would     
result in a violation of Section 5 of the Act, and (g) we will not sell,        
transfer or otherwise dispose of any                                            

K-1 

EX-4.1
214th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 214th
Certificates unless (1) such sale, transfer or other disposition is made        
pursuant to an effective registration statement under the Act or is exempt      
from such registration requirements, and if requested, we will at our expense   
provide an opinion of counsel satisfactory to the addressees of this            
Certificate that such sale, transfer or other disposition may be made pursuant  
to an exemption from the Act, (2) the purchaser or transferee of such           
Certificate has executed and delivered to you a certificate to substantially    
the same effect as this certificate, and (3) the purchaser or transferee has    
otherwise complied with any conditions for transfer set forth in the Pooling    
and Servicing Agreement.                                                        

      All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement       
dated as of March 1, 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 Trust Company, N.A., as Co-Trustee, and The Bank of New York, as       
Trustee.                                                                        

         Very truly yours,

                          __________________________________
          Name of Transferee

                           By: _______________________________
                    Authorized Officer

K-2 

EX-4.1
215th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 215th
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 2006-6, Class [   ]                  

Ladies and Gentlemen:                                                           

 In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not    
being registered under the Securities Act of 1933, as amended (the "Act"), or   
any state securities laws and are being transferred to us in a transaction      
that is exempt from the registration requirements of the Act and any such       
laws, (b) we have such knowledge and experience in financial and business       
matters that we are capable of evaluating the merits and risks of investments   
in the Certificates, (c) we have had the opportunity to ask questions of and    
receive answers from the Depositor concerning the purchase of the Certificates  
and all matters relating thereto or any additional information deemed           
necessary to our decision to purchase the Certificates, (d) either (i) we are   
not an employee benefit plan that is subject to the Employee Retirement Income  
Security Act of 1974, as amended, or a plan or arrangement that is subject to   
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we       
acting on behalf of any such plan or arrangement, or using the assets of any    
such plan or arrangement to effect such acquisition or (ii) if the              
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are  
an insurance company which is purchasing such Certificates with funds           
contained in an "insurance company general account" (as such term is defined    
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE          
95-60")) and the purchase and holding of such Certificates are covered under    
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on     
our behalf offered, transferred, pledged, sold or otherwise disposed of the     
Certificates, any interest in the Certificates or any other similar security    
to, or solicited any offer to buy or accept a transfer, pledge or other         
disposition of the Certificates, any interest in the Certificates or any other  
similar security from, or otherwise approached or negotiated with respect to    
the Certificates, any interest in the Certificates or any other similar         
security with, any person in any manner, or made any general solicitation by    
means of general advertising or in any other manner, or taken any other         
action, that would constitute a distribution of the Certificates under the      
Securities Act or that would render the disposition of the                      

L-1   

EX-4.1
216th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 216th
Certificates a violation of Section 5 of the Securities Act or require          
registration pursuant thereto, nor will act, nor has authorized or will         
authorize any person to act, in such manner with respect to the Certificates,   
(f) we are a "qualified institutional buyer" as that term is defined in Rule    
144A under the Securities Act and have completed either of the forms of         
certification to that effect attached hereto as Annex 1 or Annex 2. We are      
aware that the sale to us is being made in reliance on Rule 144A. We are        
acquiring the Certificates for our own account or for resale pursuant to Rule   
144A and further, understand that such Certificates may be resold, pledged or   
transferred only (i) to a person reasonably believed to be a qualified          
institutional buyer that purchases for its own account or for the account of a  
qualified institutional buyer to whom notice is given that the resale, pledge   
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to         
another exemption from registration under the Securities Act.                   

      All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement       
dated as of March 1, 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 Trust Company, N.A., as Co-Trustee, and The Bank of New York, as       
Trustee.                                                                        

         Very truly yours,

                           ___________________________________
          Name of Transferee

                           By: _______________________________
                    Authorized Officer

L-2   

EX-4.1
217th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 217th
ANNEX 1 TO EXHIBIT L  

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  

[For Transferees Other Than Registered Investment Companies]  

The undersigned (the "Buyer") hereby certifies as follows to the parties        
listed in the Rule 144A Transferee Certificate to which this certification      
relates with respect to the Certificates described therein:                     

 As indicated below, the undersigned is the President, Chief Financial
  Officer, Senior Vice President or other executive officer of the
Buyer.                                                        

In connection with purchases by the Buyer, the Buyer is a "qualified
     institutional buyer" as that term is defined in Rule 144A under the
  Securities Act of 1933, as amended ("Rule 144A") because (i) the
      Buyer owned and/or invested on a discretionary basis either at least
     $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
and/or invest on a discretionary basis at least $10,000,000 in
      securities (except for the excluded securities referred to below) as
      of the end of the Buyer's most recent fiscal year (such amount being
      calculated in accordance with Rule 144A and (ii) the Buyer satisfies
the criteria in the category marked below.                    

       ___  Corporation, etc. The Buyer is a corporation (other than a bank,
 savings and loan association or similar institution),
    Massachusetts or similar business trust, partnership, or
         charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.          

    ___  Bank. The Buyer (a) is a national bank or banking institution
            organized under the laws of any State, territory or the District
           of Columbia, the business of which is substantially confined to
         banking and is supervised by the State or territorial banking
  commission or similar official or is a foreign bank or
          equivalent institution, and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.     

___  Savings and Loan. The Buyer (a) is a savings and loan    
         association, building and loan association, cooperative bank,
  homestead association or similar institution, which is
          supervised and examined by a State or Federal authority having
          supervision over any such institutions or is a foreign savings
         and loan association or equivalent institution and (b) has an
            audited net worth of at least $25,000,000 as demonstrated in its
           latest annual financial statements, a copy of which is attached
hereto.                                             

  ___  Broker-dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.  

 ___  Insurance Company. The Buyer is an insurance company whose
       primary and predominant business activity is the writing of
insurance or the reinsuring of                      

L-3   

EX-4.1
218th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 218th
          risks underwritten by insurance companies and which is subject
     to supervision by the insurance commissioner or a similar
       official or agency of a State, territory or the District of
Columbia.                                           

___  State or Local Plan. The Buyer is a plan established and 
            maintained by a State, its political subdivisions, or any agency
          or instrumentality of the State or its political subdivisions,
for the benefit of its employees.                   

   ___  ERISA Plan. The Buyer is an employee benefit plan within the
         meaning of Title I of the Employee Retirement Income Security
Act of 1974.                                        

___  Investment Advisor. The Buyer is an investment advisor   
 registered under the Investment Advisors Act of 1940.

   ___  Small Business Investment Company. Buyer is a small business
  investment company licensed by the U.S. Small Business
            Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.                             

       ___  Business  Development  Company.  Buyer is a business development
            company  as  defined in  Section  202(a)(22)  of the  Investment
Advisors Act of 1940.                               

   The term "securities" as used herein does not include (i) securities of
      issuers that are affiliated with the Buyer, (ii) securities that are
     part of an unsold allotment to or subscription by the Buyer, if the
      Buyer is a dealer, (iii) securities issued or guaranteed by the U.S.
or any instrumentality thereof, (iv) bank deposit notes and   
   certificates of deposit, (v) loan participations, (vi) repurchase
agreements, (vii) securities owned but subject to a repurchase
   agreement and (viii) currency, interest rate and commodity swaps.

For purposes of determining the aggregate amount of securities owned
       and/or invested on a discretionary basis by the Buyer, the Buyer used
     the cost of such securities to the Buyer and did not include any of
   the securities referred to in the preceding paragraph, except (i)
  where the Buyer reports its securities holdings in its financial
    statements on the basis of their market value, and (ii) no current
   information with respect to the cost of those securities has been
  published. If clause (ii) in the preceding sentence applies, the
  securities may be valued at market. Further, in determining such
   aggregate amount, the Buyer may have included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are  
     consolidated with the Buyer in its financial statements prepared in
     accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Buyer's
       direction. However, such securities were not included if the Buyer is
     a majority-owned, consolidated subsidiary of another enterprise and
  the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934, as amended.                             

The Buyer acknowledges that it is familiar with Rule 144A and       
    understands that the seller to it and other parties related to the
      Certificates are relying and will continue to rely on the statements
       made herein because one or more sales to the Buyer may be in reliance
on Rule 144A.                                                 

L-4   

EX-4.1
219th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 219th
  Until the date of purchase of the Rule 144A Securities, the Buyer will
       notify each of the parties to which this certification is made of any
      changes in the information and conclusions herein. Until such notice
      is given, the Buyer's purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase.
     In addition, if the Buyer is a bank or savings and loan is provided
      above, the Buyer agrees that it will furnish to such parties updated
   annual financial statements promptly after they become available.

                             _____________________________________
                                   Print Name of Buyer

                             By: _________________________________
     Name:
      Title:

                             Date: _______________________________

L-5   

EX-4.1
220th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 220th
                                                        ANNEX 2 TO EXHIBIT L
                                                        --------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  
--------------------------------------------------------  

[For Transferees That are Registered Investment Companies]  

The undersigned (the "Buyer") hereby certifies as follows to the parties        
listed in the Rule 144A Transferee Certificate to which this certification      
relates with respect to the Certificates described therein:                     

      1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a     
Family of Investment Companies (as defined below), is such an officer of the    
Adviser.                                                                        

In connection with purchases by Buyer, the Buyer is a "qualified    
  institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment
     Company Act of 1940, as amended and (ii) as marked below, the Buyer
      alone, or the Buyer's Family of Investment Companies, owned at least
$100,000,000 in securities (other than the excluded securities
    referred to below) as of the end of the Buyer's most recent fiscal
     year. For purposes of determining the amount of securities owned by
      the Buyer or the Buyer's Family of Investment Companies, the cost of
     such securities was used, except (i) where the Buyer or the Buyer's
       Family of Investment Companies reports its securities holdings in its
      financial statements on the basis of their market value, and (ii) no
      current information with respect to the cost of those securities has
       been published. If clause (ii) in the preceding sentence applies, the
securities may be valued at market.                           

     ___  The Buyer owned $             in securities (other than the excluded
     securities referred to below) as of the end of the Buyer's most
         recent fiscal year (such amount being calculated in accordance with
Rule 144A).                                               

  ___  The Buyer is part of a Family of Investment Companies which owned
           in the aggregate $             in securities (other than the excluded
     securities referred to below) as of the end of the Buyer's most
         recent fiscal year (such amount being calculated in accordance with
Rule 144A).                                               

The term "Family of Investment Companies" as used herein means two or more
  registered investment companies (or series thereof) that have the same
    investment adviser or investment advisers that are affiliated (by virtue
  of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).    

The term "securities" as used herein does not include (i) securities of   
 issuers that are affiliated with the Buyer or are part of the Buyer's
   Family of Investment Companies, (ii) securities issued or guaranteed by
 the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase   

L-6   

EX-4.1
221st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 221st
   agreements, (vi) securities owned but subject to a repurchase agreement
and (vii) currency, interest rate and commodity swaps.              

The Buyer is familiar with Rule 144A and under-stands that the parties    
listed in the Rule 144A Transferee Certificate to which this        
certification relates are relying and will continue to rely on the  
    statements made herein because one or more sales to the Buyer will be in
    reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.                                                

 Until the date of purchase of the Certificates, the undersigned will notify
    the parties listed in the Rule 144A Transferee Certificate to which this
   certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the     
 Certificates will constitute a reaffirmation of this certification by
the undersigned as of the date of such purchase.                    

                            ____________________________________
                            Print Name of Buyer or Adviser

                            By:_________________________________
     Name:
      Title:

      IF AN ADVISER:

                            ____________________________________
                           Print Name of Buyer

                            Date: ______________________________

L-7   

EX-4.1
222nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 222nd
EXHIBIT M 

FORM OF REQUEST FOR DOCUMENT RELEASE  

Loan Information                                                                

Name of Mortgagor:           _______________________________        

Master Servicer                                                     
Loan No.:                    _______________________________        

Co-Trustee                                                                      

Name:                        _______________________________        

Address:                     _______________________________        

                     _______________________________

Co-Trustee                                                          
Mortgage File No.:           _______________________________        

       The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Co-Trustee for the    
Holders of Asset-Backed Certificates, Series 2006-6, the documents referred to  
below (the "Documents"). All capitalized terms not otherwise defined in this    
Request for Document Release shall have the meanings given them in the Pooling  
and Servicing Agreement dated as of March 1, 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                                                             

M-1   

EX-4.1
223rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 223rd
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 Co-Trustee when the
    need therefor no longer exists, unless the Mortgage Loan relating to the
Documents has been liquidated and the proceeds thereof have been    
   remitted to the Certificate Account and except as expressly provided in
the Pooling and Servicing Agreement.                                

          (4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master    
 Servicer shall at all times be earmarked for the account of the Trust
   Fund, and the Master Servicer shall keep the Documents and any proceeds
  separate and distinct from all other property in the Master Servicer's
possession, custody or control.                                     

         [Master Servicer]

                              By   _____________________________

                              Its  _____________________________

                         Date: _________________, ____

M-2   

EX-4.1
224th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 224th
EXHIBIT N 

FORM OF REQUEST FOR FILE RELEASE  

OFFICER'S CERTIFICATE AND TRUST RECEIPT 
ASSET-BACKED CERTIFICATES,  
Series 2006-6 

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN   
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER    
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:                             

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND   
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:                         

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE PURCHASE PRICE    
FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE MORTGAGE LOANS HAVE BEEN           
LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS] [LIQUIDATION PROCEEDS] HAVE     
BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE POOLING AND SERVICING            
AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN DELIVERED TO THE TRUSTEE IN   
THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN         
SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING AGREEMENT.]                 

LOAN NUMBER:_______________         BORROWER'S NAME:_____________               

COUNTY:____________________                                                     

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]   
[no] opinion is required by Section 2.05 [and is attached hereto].]             

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,    
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO        
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE       
CREDITED.                                                                       

____________                        _____________________                       
          DATED:____________

//                                  VICE PRESIDENT                              
//                                  ASSISTANT VICE PRESIDENT                    

N-1 

EX-4.1
225th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 225th
                                                                   Exhibit O

Exhibit O is a photocopy  
of the Depository Agreement 
as delivered. 

[See appropriate documents delivered at closing.]   

O-1 

EX-4.1
226th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 226th
EXHIBIT P 

FORM OF SUBSEQUENT TRANSFER AGREEMENT 

       SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, 200[_]
(this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware           
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a    
New York corporation, in its capacity as a seller under the Pooling and         
Servicing Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware     
corporation, in its capacity as a seller under the Pooling and Servicing        
Agreement ("Park Monaco"), PARK SIENNA LLC, a Delaware limited liability        
company, in its capacity as a seller under the Pooling and Servicing Agreement  
("Park Sienna" and, together with CHL and Park Monaco, the "Sellers") and The   
Bank of New York, a New York banking corporation, as trustee (the "Trustee");   

  WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the
Trustee, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank  
of New York Trust Company N.A., as Co-Trustee, have entered in the Pooling and  
Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing      
Agreement"), relating to the CWABS, Inc. Asset-Backed Certificates, Series      
2006-6 (capitalized terms not otherwise defined herein are used as defined in   
the Pooling and Servicing Agreement);                                           

       WHEREAS, Section 2.01(b) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Subsequent Transfer          
Agreement in accordance with the terms and conditions of the Pooling and        
Servicing Agreement;                                                            

      NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and adequacy of which are hereby    
acknowledged the parties hereto agree as follows:                               

          (a) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ________ __, 200[_].                                

          (b) The "Subsequent Transfer Date Purchase Amount" with respect to
this Subsequent Transfer Agreement shall be $_______________.                   

    (c) The Subsequent Mortgage Loans conveyed on the Subsequent
Transfer Date shall be subject to the terms and conditions of the Pooling and   
Servicing Agreement.                                                            

        (d) Annex I hereto sets forth a list of the Mortgage Loans which
are Delay Delivery Mortgage Loans.                                              

       (e) In case any provision of this Subsequent Transfer Agreement
shall be invalid, illegal or unenforceable, the validity, legality and          
enforceability of the remaining provisions or obligations shall not in any way  
be affected or impaired thereby.                                                

       (f) In the event of any conflict between the provisions of this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the      
provisions of the Pooling and Servicing Agreement shall prevail.                

P-1   

EX-4.1
227th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 227th
        (g) This Subsequent Transfer Agreement shall be governed by, and
shall be construed and enforced in accordance with the laws of the State of     
New York.                                                                       

       (h) The Subsequent Transfer Agreement may be executed in one or
more counterparts, each of which so executed and delivered shall be deemed an   
original, but all such counterparts together shall constitute but one and the   
same instrument.                                                                

P-2   

EX-4.1
228th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 228th
   IN WITNESS WHEREOF, the parties to this Subsequent Transfer
Agreement have caused their names to be signed hereto by their respective       
officers thereunto duly authorized as of the day and year first above written.  

          CWABS, INC.,
                as Depositor

                                 By: _________________________________
         Name:
          Title:

                           COUNTRYWIDE HOME LOANS, INC.,
                 as a Seller

                                 By: _________________________________
         Name:
          Title:

               PARK MONACO INC.,
                 as a Seller

                                 By: _________________________________
         Name:
          Title:

              PARK SIENNA LLC,
                 as a Seller

                                 By: _________________________________
         Name:
          Title:

P-3   

EX-4.1
229th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 229th
                   THE BANK OF NEW YORK,
                                   not in its individual capacity,
                         but solely as Trustee

                                 By: _________________________________
         Name:
          Title:

P-4   

EX-4.1
230th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 230th
                                                                     Annex I

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

P-5   

EX-4.1
231st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 231st
EXHIBIT Q 

[RESERVED]  

Q-1 

EX-4.1
232nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 232nd
EXHIBIT R 

[RESERVED]  

R-1 

EX-4.1
233rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 233rd
EXHIBIT S-1 

[RESERVED]  

S-1-1 

EX-4.1
234th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 234th
EXHIBIT S-2 

[RESERVED]  

S-2-1 

EX-4.1
235th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 235th
EXHIBIT T 

OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS   

ASSET-BACKED CERTIFICATES,  
Series 2006-6 

    [Date]

Via Facsimile                                                                   

The Bank of New York,                                                           
as Trustee                                                          
101 Barclay Street                                                              
New York, New York  10286                                                       

Dear Sir or Madam:                                                              

          Reference is made to the Pooling and  Servicing  Agreement,  dated
as of March 1, 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 Trust Company,  N.A.,  
as  Co-Trustee  and The Bank of New York, as Trustee.  Capitalized  terms used  
herein  shall have the  meanings  ascribed  to such terms in the  Pooling  and  
Servicing Agreement.                                                            

      __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further   
certifies as follows:                                                           

         With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:                               

        1. A Principal Prepayment in full or in part was received during
the related Prepayment Period;                                                  

         2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the   
attached schedule using "Yes" or "No", received from the Mortgagor and          
deposited in the Certificate Account;                                           

          3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the      
Principal Prepayment was waived by the Master Servicer, such waiver was, as     
indicated on the attached schedule, based upon:                                 

            (i) the Master Servicer's determination that such waiver
   would maximize recovery of Liquidation Proceeds for such Mortgage Loan,
taking into account the value of such Prepayment Charge, or         

T-1   

EX-4.1
236th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 236th
        (ii)(A) the enforceability thereof is limited (1) by
  bankruptcy, insolvency, moratorium, receivership, or other similar law
 relating to creditors' rights generally or (2) due to acceleration in
  connection with a foreclosure or other involuntary payment, or (B) the
    enforceability is otherwise limited or prohibited by applicable law; and

        4. We certify that all amounts due in connection with the waiver
of a Prepayment Charge inconsistent with clause 3 above which are required to   
be deposited by the Master Servicer pursuant to Section 3.20 of the Pooling     
and Servicing Agreement, have been or will be so deposited.                     

                           COUNTRYWIDE HOME LOANS, INC.,
                    as Master Servicer

                                    By:___________________________________
         Name:
          Title:

T-2   

EX-4.1
237th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 237th
SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED DURING THE   
RELATED PREPAYMENT PERIOD 

--------------------------------------------------------------------------------
Loan Number                 Clause 2:  Yes/No          Clause 3:  (i) or (ii)   
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

T-3   

EX-4.1
238th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 238th
EXHIBIT U 

FORM OF SWAP CONTRACT 

[See document delivered at closing.]  

U-1 

EX-4.1
239th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 239th
EXHIBIT V-1 

FORM OF SWAP CONTRACT ASSIGNMENT AGREEMENT  

[See document delivered at closing.]  

V-1-1 

EX-4.1
240th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 240th
EXHIBIT V-2 

FORM OF SWAP CONTRACT ADMINISTRATION AGREEMENT  

[See document delivered at closing.]  

V-2-1 

EX-4.1
241st Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 241st
EXHIBIT W 

MONTHLY STATEMENT 

[On file with Trustee]  

W-1 

EX-4.1
242nd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 242nd
EXHIBIT X-1 

FORM OF PERFORMANCE CERTIFICATION 
(Subservicer) 

[On file with Trustee]  

X-1-1 

EX-4.1
243rd Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 243rd
EXHIBIT X-2 

FORM OF PERFORMANCE CERTIFICATION 
(Trustee) 

[On file with Trustee]  

X-2-1 

EX-4.1
244th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 244th
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":                

________________________________________________________________________________
                                                            Applicable
                        Servicing Criteria                  Servicing Criteria
--------------------------------------------------------------------------------
Reference                      Criteria                                     
--------------------------------------------------------------------------------

General Servicing Considerations  

1122(d)(1)(i)   Policies and procedures are instituted to monitor any           
      performance or other triggers and events of default in
accordance with the transaction agreements.     

1122(d)(1)(ii)  If any material servicing activities are outsourced to          
     third parties, policies and procedures are instituted
to monitor the third party's performance and    
compliance with such servicing activities.      

1122(d)(1)(iii) Any requirements in the transaction agreements to               
      maintain a back-up servicer for the mortgage loans are
maintained.                                     

1122(d)(1)(iv)  A fidelity bond and errors and omissions policy is in           
  effect on the party participating in the servicing
      function throughout the reporting period in the amount
   of coverage required by and otherwise in accordance
with the terms of the transaction agreements.   

Cash Collection and Administration  

1122(d)(2)(i)   Payments on mortgage loans are deposited into the               
    appropriate custodial bank accounts and related bank
clearing accounts no more than two business days
following receipt, or such other number of days 
specified in the transaction agreements.        

1122(d)(2)(ii)  Disbursements made via wire transfer on behalf of an            
     obligor or to an investor are made only by authorized
personnel.                                      

1122(d)(2)(iii) Advances of funds or guarantees regarding collections,          
      cash flows or distributions, and any interest or other
      fees charged for such advances, are made, reviewed and
    approved as specified in the transaction agreements.

1122(d)(2)(iv)  The related accounts for the transaction, such as cash          
     reserve accounts or accounts established as a form of
overcollateralization, are separately maintained
  (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.            

1122(d)(2)(v)   Each custodial account is maintained at a federally             
  insured depository institution as set forth in the
transaction agreements. For purposes of this    
     criterion, "federally insured depository institution"
     with respect to a foreign financial institution means
a foreign financial institution that meets the  
  requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.                                   

1122(d)(2)(vi)  Unissued checks are safeguarded so as to prevent                
unauthorized access.                            

Y-1   

EX-4.1
245th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 245th
________________________________________________________________________________
                                                            Applicable
                        Servicing Criteria                  Servicing Criteria
--------------------------------------------------------------------------------
Reference                      Criteria                                     
--------------------------------------------------------------------------------

1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for             
  all asset-backed securities related bank accounts,
      including custodial accounts and related bank clearing
      accounts. These reconciliations are (A) mathematically
    accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number
    of days specified in the transaction agreements; (C)
      reviewed and approved by someone other than the person
who prepared the reconciliation; and (D) contain
     explanations for reconciling items. These reconciling
   items are resolved within 90 calendar days of their
     original identification, or such other number of days
specified in the transaction agreements.        

Investor Remittances and Reporting  

1122(d)(3)(i)   Reports to investors, including those to be filed with          
     the Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are
      prepared in accordance with timeframes and other terms
    set forth in the transaction agreements; (B) provide
   information calculated in accordance with the terms
      specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and
 regulations; and (D) agree with investors' or the
  trustee's records as to the total unpaid principal
    balance and number of mortgage loans serviced by the
Servicer.                                       

1122(d)(3)(ii)  Amounts due to investors are allocated and remitted in          
     accordance with timeframes, distribution priority and
    other terms set forth in the transaction agreements.

1122(d)(3)(iii) Disbursements made to an investor are posted within             
     two business days to the Servicer's investor records,
or such other number of days specified in the   
transaction agreements.                         

1122(d)(3)(iv)  Amounts remitted to investors per the investor reports          
      agree with cancelled checks, or other form of payment,
or custodial bank statements.                   

Pool Asset Administration 

1122(d)(4)(i)   Collateral or security on mortgage loans is maintained          
    as required by the transaction agreements or related
mortgage loan documents.                        

1122(d)(4)(ii)  Mortgage loan and related documents are safeguarded as          
required by the transaction agreements          

1122(d)(4)(iii) Any additions, removals or substitutions to the asset           
  pool are made, reviewed and approved in accordance
      with any conditions or requirements in the transaction
agreements.                                     

1122(d)(4)(iv)  Payments on mortgage loans, including any payoffs,              
 made in accordance with the related mortgage loan
      documents are posted to the Servicer's obligor records
maintained no more than two business days after 
      receipt, or such other number of days specified in the
   transaction agreements, and allocated to principal,
    interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.       

1122(d)(4)(v)   The Servicer's records regarding the mortgage loans             
    agree with the Servicer's records with respect to an
obligor's unpaid principal balance.             

1122(d)(4)(vi)  Changes with respect to the terms or status of an               
     obligor's mortgage loans (e.g., loan modifications or
re-agings) are made, reviewed and approved by   
authorized personnel in accordance with the     
transaction agreements and related pool asset   
documents.                                      

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance          
      plans, modifications and deeds in lieu of foreclosure,
  foreclosures and repossessions, as applicable) are
     initiated, conducted and concluded in accordance with
   the timeframes or other requirements established by
the transaction agreements.                     

Y-2   

EX-4.1
246th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 246th
________________________________________________________________________________
                                                            Applicable
                        Servicing Criteria                  Servicing Criteria
--------------------------------------------------------------------------------
Reference                      Criteria                                     
--------------------------------------------------------------------------------

1122(d)(4)(viii)Records documenting collection efforts are maintained           
  during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such
      records are maintained on at least a monthly basis, or
such other period specified in the transaction  
   agreements, and describe the entity's activities in
   monitoring delinquent mortgage loans including, for
      example, phone calls, letters and payment rescheduling
    plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).                

1122(d)(4)(ix)  Adjustments to interest rates or rates of return for            
     mortgage loans with variable rates are computed based
on the related mortgage loan documents.         

1122(d)(4)(x)   Regarding any funds held in trust for an obligor (such          
    as escrow accounts): (A) such funds are analyzed, in
      accordance with the obligor's mortgage loan documents,
 on at least an annual basis, or such other period
     specified in the transaction agreements; (B) interest
  on such funds is paid, or credited, to obligors in
      accordance with applicable mortgage loan documents and
  state laws; and (C) such funds are returned to the
    obligor within 30 calendar days of full repayment of
   the related mortgage loans, or such other number of
days specified in the transaction agreements.   

1122(d)(4)(xi)  Payments made on behalf of an obligor (such as tax or           
     insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, 
   provided that such support has been received by the
 servicer at least 30 calendar days prior to these
    dates, or such other number of days specified in the
transaction agreements.                         

1122(d)(4)(xii) Any late payment penalties in connection with any               
   payment to be made on behalf of an obligor are paid
from the servicer's funds and not charged to the
obligor, unless the late payment was due to the 
obligor's error or omission.                    

1122(d)(4)(xiii)Disbursements made on behalf of an obligor are posted           
 within two business days to the obligor's records
   maintained by the servicer, or such other number of
days specified in the transaction agreements.   

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts           
  are recognized and recorded in accordance with the
transaction agreements.                         

1122(d)(4)(xv)  Any external enhancement or other support, identified           
in Item 1114(a)(1) through (3) or Item 1115 of  
Regulation AB, is maintained as set forth in the
transaction agreements.                         

                          [NAME OF MASTER SERVICER] [NAME OF
                      TRUSTEE] [NAME OF SUBSERVICER]

                       Date: _________________________

                             By:  ________________________________
Name:   
Title:  

Y-3   

EX-4.1
247th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 247th
EXHIBIT Z 

[FORM OF] LIST OF ITEM 1119 PARTIES 

ASSET BACKED CERTIFICATES,  
Series 200_-__  

    [Date]

------------------------------------------------------------------------------- 
Party                       Contact Information                                 
------------------------------------------------------------------------------- 

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

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

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

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

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

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

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

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

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

Z-1 

EX-4.1
248th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 248th
EXHIBIT AA  

FORM OF 
SARBANES-OXLEY CERTIFICATION  
(Replacement Master Servicer) 

(On file with Trustee)  

AA-1  

EX-4.1
249th Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 249th
SCHEDULE I  

PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY  

[Delivered to Trustee at closing and on file with the Trustee.]   

S-I-1 

EX-4.1
Last Page of 250
TOC
1st
Previous
Next
↓Bottom
Just 250th
SCHEDULE II 

COLLATERAL SCHEDULE 

--------------------------------------------------------------------------------
Characteristic                               Applicable  Loan Group  Loan Group 
                                          Section        1           2
--------------------------------------------------------------------------------
Single-Family Detached Dwellings             2.03(b)(32)   76.92%      76.08%   
--------------------------------------------------------------------------------
Two- to Four-Family Dwellings                2.03(b)(32)    2.19%       2.67%   
--------------------------------------------------------------------------------
Low-Rise Condominium Units                   2.03(b)(32)    5.51%       5.84%   
--------------------------------------------------------------------------------
High-Rise Condominium Units                  2.03(b)(32)    0.33%       0.57%   
--------------------------------------------------------------------------------
Manufactured Housing                         2.03(b)(32)    0.00%       0.30%   
--------------------------------------------------------------------------------
PUDs                                         2.03(b)(32)   15.05%      14.55%   
--------------------------------------------------------------------------------
Earliest Origination Date                    2.03(b)(33)  6/1/2005    6/23/1998 
--------------------------------------------------------------------------------
Prepayment Penalty                           2.03(b)(35)   72.88%      75.62%   
--------------------------------------------------------------------------------
Investor Properties                          2.03(b)(36)    1.56%       4.26%   
--------------------------------------------------------------------------------
Primary Residences                           2.03(b)(36)   98.03%      94.85%   
--------------------------------------------------------------------------------
Lowest Current Mortgage Rate                 2.03(b)(48)   5.000%      5.125%   
--------------------------------------------------------------------------------
Highest Current Mortgage Rate                2.03(b)(48)   13.125%     13.750%  
--------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate       2.03(b)(48)   8.200%      8.470%   
--------------------------------------------------------------------------------
Lowest Gross Margin                          2.03(b)(51)   3.650%      4.000%   
--------------------------------------------------------------------------------
Highest Gross Margin                         2.03(b)(51)   7.990%      12.850%  
--------------------------------------------------------------------------------
Weighted Average Gross Margin                2.03(b)(51)   6.633%      7.190%   
--------------------------------------------------------------------------------
Date on or before which each Initial                                            
Mortgage Loan has a                                                             
Due Date                                     2.03(b)(52)  7/1/2005    8/1/1998  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Adjustable Rate           
Mortgage Loans            
(other than           
                             Two-Year,       Two-Year   Three-Year   Five-Year
                        Three-Year and      Hybrid      Hybrid      Hybrid
Adjustment  Applicable    Five-Year Hybrid    Mortgage    Mortgage    Mortgage
 Date       Section     Mortgage Loans)      Loans       Loans       Loans
--------------------------------------------------------------------------------
Latest Next                                                                     
Adjustment                                                                    
Date     2.03(b)(34)      7/1/2006        4/1/2006    3/6/2006       N/A
--------------------------------------------------------------------------------

S-II-1  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		5/12/06		28
Filed on:		4/14/06
For Period End:		3/29/06		21		127			8-K,  FWP
		3/27/06		30		45			FWP
		3/20/06		22
		3/1/06		1		235
		2/23/06		45
		1/7/05		47
		1/1/05		85
		11/7/04		85
		9/1/04		86
		7/7/04		84
		1/1/04		85
		11/27/03		84
		11/26/03		84
		7/16/03		84
		6/24/03		84
		3/7/03		83		84
		3/6/03		83		84
		10/1/02		83		84
									List all Filings