CWABS, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK SIENNA LLC,

Seller

PARK GRANADA LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2006

ASSET-BACKED CERTIFICATES, SERIES 2006-BC5

Table of Contents

ARTICLE I.
DEFINITIONS

Section 1.01	Defined Terms.
Section 1.02	Certain Interpretive Provisions.

ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

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

ARTICLE III.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01	Master Servicer to Service Mortgage Loans.
Section 3.02	Subservicing; Enforcement of the Obligations of 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.
Section 3.04	Trustee to Act as Master Servicer.
Section 3.05	Collection of Mortgage Loan Payments; Certificate Account; Distribution Account; Pre-Funding Account; Seller Shortfall Interest Requirement.
Section 3.06	Collection of Taxes, Assessments and Similar Items; Escrow Accounts.
Section 3.07	Access to Certain Documentation and Information Regarding the Mortgage Loans.
Section 3.08	Permitted Withdrawals from the Certificate Account, Distribution Account, Carryover Reserve Fund and the Principal Reserve Fund.
Section 3.09	[Reserved].
Section 3.10	Maintenance of Hazard Insurance.
Section 3.11	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
Section 3.12	Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and Realized Losses; Repurchase of Certain Mortgage Loans.
Section 3.13	Trustee to Cooperate; Release of Mortgage Files.
Section 3.14	Documents, Records and Funds in Possession of Master Servicer to be Held for the Trustee.
Section 3.15	Servicing Compensation.
Section 3.16	Access to Certain Documentation.
Section 3.17	Annual Statement as to Compliance.
Section 3.18	[Reserved].
Section 3.19	[Reserved].
Section 3.20	Prepayment Charges.
Section 3.21	Swap Contract.

ARTICLE IV.
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01	Advances; Remittance Reports.
Section 4.02	Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.
Section 4.03	[Reserved].
Section 4.04	Distributions.
Section 4.05	Monthly Statements to Certificateholders.
Section 4.06	[Reserved].
Section 4.07	Carryover Reserve Fund.
Section 4.08	[reserved].
Section 4.09	Swap Trust and Swap Account.
Section 4.10	Distributions on REMIC 1, REMIC 2 and REMIC 3 Regular Interests.
Section 4.11	Allocation of Realized Losses to REMIC 1 and REMIC 2 Regular Interests.
Section 4.12	Tax Treatment of Swap Payments and Swap Termination Payments.

ARTICLE V.
THE CERTIFICATES

Section 5.01	The Certificates.
Section 5.02	Certificate Register; Registration of Transfer and Exchange of Certificates.
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.
Section 5.04	Persons Deemed Owners.
Section 5.05	Access to List of Certificateholders’ Names and Addresses.
Section 5.06	Book-Entry Certificates.
Section 5.07	Notices to Depository.
Section 5.08	Definitive Certificates.
Section 5.09	Maintenance of 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.
Section 6.02	Merger or Consolidation of the Depositor, the Master Servicer or the Sellers.
Section 6.03	Limitation on Liability of the Depositor, the Sellers, the Master Servicer, the NIM Insurer and Others.
Section 6.04	Limitation on Resignation of Master Servicer.
Section 6.05	Errors and Omissions Insurance; Fidelity Bonds.

ARTICLE VII.
DEFAULT; TERMINATION OF MASTER SERVICER

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

ARTICLE VIII.
CONCERNING THE TRUSTEE

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

ARTICLE IX.
TERMINATION

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

ARTICLE X.
MISCELLANEOUS PROVISIONS

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

ARTICLE XI.
EXCHANGE ACT REPORTING

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

Exhibits

EXHIBIT A	Forms of Certificates
EXHIBIT A-1	Form of Class 1-A Certificate
EXHIBIT A-2	Form of Class 2-A-1 Certificate
EXHIBIT A-3	Form of Class 2-A-2 Certificate
EXHIBIT A-4	Form of Class 2-A-3 Certificate
EXHIBIT A-5	Form of Class 2-A-4 Certificate
EXHIBIT A-6	Form of Class M-1 Certificate
EXHIBIT A-7	Form of Class M-2 Certificate
EXHIBIT A-8	Form of Class M-3 Certificate
EXHIBIT A-9	Form of Class M-4 Certificate
EXHIBIT A-10	Form of Class M-5 Certificate
EXHIBIT A-11	Form of Class M-6 Certificate
EXHIBIT A-12	Form of Class M-7 Certificate
EXHIBIT A-13	Form of Class M-8 Certificate
EXHIBIT A-14	Form of Class M-9 Certificate
EXHIBIT A-15	Form of Class B Certificate
EXHIBIT B	Form of Class P Certificate
EXHIBIT C	Form of Class C Certificate
EXHIBIT D	Form of Class A R Certificate
EXHIBIT E	Form of Tax Matters Person Certificate
EXHIBIT F	Mortgage Loan Schedule
EXHIBIT F-1	List of Mortgage Loans
EXHIBIT F-2	Mortgage Loans for which All or a Portion of a Related Mortgage File is not Delivered to the Trustee on or prior to the Closing Date
EXHIBIT G	Forms of Certification of Trustee
EXHIBIT G-1	Form of Initial Certification of Trustee (Initial Mortgage Loans)
EXHIBIT G-2	Form of Interim Certification of Trustee
EXHIBIT G-3	Form of Delay Delivery Certification
EXHIBIT G-4	Form of Initial Certification of Trustee (Subsequent Mortgage Loans)
EXHIBIT H	Form of Final Certification of Trustee
EXHIBIT I	Transfer Affidavit for Class A R Certificates
EXHIBIT J-1	Form of Transferor Certificate for Class A R Certificates
EXHIBIT J-2	Form of Transferor Certificate for Private Certificates
EXHIBIT K	Form of Investment Letter (Non-Rule 144A)
EXHIBIT L	Form of Rule 144A Letter
EXHIBIT M	Form of Request for Document Release
EXHIBIT N	Form of Request for File Release
EXHIBIT O	Copy of Depository Agreement
EXHIBIT P	Form of Subsequent Transfer Agreement
EXHIBIT Q	[Reserved]
EXHIBIT R	[Reserved]
EXHIBIT S-1	[Reserved]
EXHIBIT S-2	[Reserved]
EXHIBIT T	Officer’s Certificate with respect to Prepayments
EXHIBIT U	Form of Swap Contract
EXHIBIT V-1	Form of Swap Contract Novation 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

POOLING AND SERVICING AGREEMENT, dated as of December 1, 2006, by and among CWABS, INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller (“CHL” or a “Seller”), PARK GRANADA LLC., a Delaware limited liability company, as a seller (“Park Granada” 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 Granada, the “Sellers”), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the “Master Servicer”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).

PRELIMINARY STATEMENT:

The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the “Certificates”), to be issued hereunder in eighteen classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein).

REMIC 1

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Pre-Funding Accounts, any Subsequent Mortgage Loan Interest, the Swap Contract, the Swap Trust, the Swap Account and the Carryover Reserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 1.” The Class R-1-R Interest will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designation, the REMIC 1 Remittance Rate, the initial Uncertificated Principal Balance for each of the “regular interest” in REMIC 1 and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC 1 Regular Interests shall be certificated.

Designation	REMIC I Remittance Rate	Initial Uncertificated Balance	Latest Possible Maturity Date⁽¹⁾
LT1	Variable⁽²⁾	$324,999,924.00	March 2037
LT1PF	Variable⁽²⁾	$ 0.00	March 2037
LT2	Variable⁽²⁾	$425,000,020.20	March 2037
LT2PF	Variable⁽²⁾	$ 4,130.23	March 2037
LTP	Variable⁽²⁾	$ 100.00	March 2037
LTR	Variable⁽²⁾	$ 100.00	March 2037

________________

⁽¹⁾ For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.

⁽²⁾ Calculated in accordance with the definition of “REMIC I Remittance Rate” herein.

REMIC 2

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 2. The R-2-R Interest will represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, REMIC 2 Remittance Rate, initial Uncertificated Principal Balance on each of the “regular interests” in REMIC 2 (the “REMIC 2 Regular Interests”). None of the REMIC 2 Regular Interests will be certificated.

Designation	REMIC 2 Remittance Rate	Initial Uncertificated Principal Balance		Latest Possible Maturity Date⁽¹⁾
I	(2)	$	20,991,879.97	March 2037
I-1-A	(2)	$	1,816,523.04	March 2037
I-1-B	(2)	$	1,816,523.04	March 2037
I-2-A	(2)	$	2,004,805.31	March 2037
I-2-B	(2)	$	2,004,805.31	March 2037
I-3-A	(2)	$	2,188,320.93	March 2037
I-3-B	(2)	$	2,188,320.93	March 2037
I-4-A	(2)	$	2,366,853.26	March 2037
I-4-B	(2)	$	2,366,853.26	March 2037
I-5-A	(2)	$	2,539,318.94	March 2037
I-5-B	(2)	$	2,539,318.94	March 2037
I-6-A	(2)	$	2,704,851.34	March 2037
I-6-B	(2)	$	2,704,851.34	March 2037
I-7-A	(2)	$	2,863,233.78	March 2037
I-7-B	(2)	$	2,863,233.78	March 2037
I-8-A	(2)	$	3,013,599.59	March 2037
I-8-B	(2)	$	3,013,599.59	March 2037
I-9-A	(2)	$	3,155,082.12	March 2037
I-9-B	(2)	$	3,155,082.12	March 2037
I-10-A	(2)	$	3,287,464.71	March 2037
I-10-B	(2)	$	3,287,464.71	March 2037
I-11-A	(2)	$	3,405,547.37	March 2037
I-11-B	(2)	$	3,405,547.37	March 2037
I-12-A	(2)	$	3,500,880.16	March 2037
I-12-B	(2)	$	3,500,880.16	March 2037
I-13-A	(2)	$	3,494,163.53	March 2037
I-13-B	(2)	$	3,494,163.53	March 2037
I-14-A	(2)	$	3,544,213.25	March 2037
I-14-B	(2)	$	3,544,213.25	March 2037
I-15-A	(2)	$	3,418,547.30	March 2037
I-15-B	(2)	$	3,418,547.30	March 2037
I-16-A	(2)	$	3,296,997.98	March 2037
I-16-B	(2)	$	3,296,997.98	March 2037
I-17-A	(2)	$	3,179,348.65	March 2037
I-17-B	(2)	$	3,179,348.65	March 2037
I-18-A	(2)	$	3,065,382.63	March 2037
I-18-B	(2)	$	3,065,382.63	March 2037
I-19-A	(2)	$	2,955,099.92	March 2037
I-19-B	(2)	$	2,955,099.92	March 2037
I-20-A	(2)	$	4,995,221.69	March 2037
I-20-B	(2)	$	4,995,221.69	March 2037
I-21-A	(2)	$	4,698,606.71	March 2037
I-21-B	(2)	$	4,698,606.71	March 2037
I-22-A	(2)	$	4,419,541.62	March 2037
I-22-B	(2)	$	4,419,541.62	March 2037
I-23-A	(2)	$	4,156,943.11	March 2037
I-23-B	(2)	$	4,156,943.11	March 2037
I-24-A	(2)	$	3,909,727.85	March 2037
I-24-B	(2)	$	3,909,727.85	March 2037
I-25-A	(2)	$	3,602,712.92	March 2037
I-25-B	(2)	$	3,602,712.92	March 2037
I-26-A	(2)	$	2,120,287.99	March 2037
I-26-B	(2)	$	2,120,287.99	March 2037
I-27-A	(2)	$	2,074,788.24	March 2037
I-27-B	(2)	$	2,074,788.24	March 2037
I-28-A	(2)	$	1,993,538.70	March 2037
I-28-B	(2)	$	1,993,538.70	March 2037
I-29-A	(2)	$	1,915,322.48	March 2037
I-29-B	(2)	$	1,915,322.48	March 2037
I-30-A	(2)	$	1,839,489.58	March 2037
I-30-B	(2)	$	1,839,489.58	March 2037
I-31-A	(2)	$	2,115,954.68	March 2037
I-31-B	(2)	$	2,115,954.68	March 2037
I-32-A	(2)	$	2,144,121.18	March 2037
I-32-B	(2)	$	2,144,121.18	March 2037
I-33-A	(2)	$	2,059,188.33	March 2037
I-33-B	(2)	$	2,059,188.33	March 2037
I-34-A	(2)	$	1,975,555.47	March 2037
I-34-B	(2)	$	1,975,555.47	March 2037
I-35-A	(2)	$	1,897,989.25	March 2037
I-35-B	(2)	$	1,897,989.25	March 2037
I-36-A	(2)	$	13,938,737.68	March 2037
I-36-B	(2)	$	13,938,737.68	March 2037
I-37-A	(2)	$	12,904,810.21	March 2037
I-37-B	(2)	$	12,904,810.21	March 2037
I-38-A	(2)	$	12,102,498.09	March 2037
I-38-B	(2)	$	12,102,498.09	March 2037
I-39-A	(2)	$	1,578,841.05	March 2037
I-39-B	(2)	$	1,578,841.05	March 2037
I-40-A	(2)	$	220,782.08	March 2037
I-40-B	(2)	$	220,782.08	March 2037
I-41-A	(2)	$	221,215.41	March 2037
I-41-B	(2)	$	221,215.41	March 2037
I-42-A	(2)	$	211,248.80	March 2037
I-42-B	(2)	$	211,248.80	March 2037
I-43-A	(2)	$	211,682.13	March 2037
I-43-B	(2)	$	211,682.13	March 2037
I-44-A	(2)	$	202,148.85	March 2037
I-44-B	(2)	$	202,148.85	March 2037
I-45-A	(2)	$	184,815.62	March 2037
I-45-B	(2)	$	184,815.62	March 2037
I-46-A	(2)	$	193,915.57	March 2037
I-46-B	(2)	$	193,915.57	March 2037
I-47-A	(2)	$	176,582.33	March 2037
I-47-B	(2)	$	176,582.33	March 2037
I-48-A	(2)	$	189,798.92	March 2037
I-48-B	(2)	$	189,798.92	March 2037
I-49-A	(2)	$	153,182.47	March 2037
I-49-B	(2)	$	153,182.47	March 2037
I-50-A	(2)	$	150,582.48	March 2037
I-50-B	(2)	$	150,582.48	March 2037
I-51-A	(2)	$	178,965.65	March 2037
I-51-B	(2)	$	178,965.65	March 2037
I-52-A	(2)	$	172,249.02	March 2037
I-52-B	(2)	$	172,249.02	March 2037
I-53-A	(2)	$	171,165.70	March 2037
I-53-B	(2)	$	171,165.70	March 2037
I-54-A	(2)	$	162,282.41	March 2037
I-54-B	(2)	$	162,282.41	March 2037
I-55-A	(2)	$	161,632.42	March 2037
I-55-B	(2)	$	161,632.42	March 2037
I-56-A	(2)	$	153,832.46	March 2037
I-56-B	(2)	$	153,832.46	March 2037
I-57-A	(2)	$	140,182.54	March 2037
I-57-B	(2)	$	140,182.54	March 2037
I-58-A	(2)	$	146,899.17	March 2037
I-58-B	(2)	$	146,899.17	March 2037
I-59-A	(2)	$	133,682.58	March 2037
I-59-B	(2)	$	133,682.58	March 2037
I-60-A	(2)	$	143,215.86	March 2037
I-60-B	(2)	$	143,215.86	March 2037
I-61-A	(2)	$	115,916.01	March 2037
I-61-B	(2)	$	115,916.01	March 2037
I-62-A	(2)	$	113,966.02	March 2037
I-62-B	(2)	$	113,966.02	March 2037
I-63-A	(2)	$	134,765.90	March 2037
I-63-B	(2)	$	134,765.90	March 2037
I-64-A	(2)	$	128,915.94	March 2037
I-64-B	(2)	$	128,915.94	March 2037
I-65-A	(2)	$	128,915.94	March 2037
I-65-B	(2)	$	128,915.94	March 2037
I-66-A	(2)	$	123,282.63	March 2037
I-66-B	(2)	$	123,282.63	March 2037
I-67-A	(2)	$	123,499.30	March 2037
I-67-B	(2)	$	123,499.30	March 2037
I-68-A	(2)	$	117,866.00	March 2037
I-68-B	(2)	$	117,866.00	March 2037
I-69-A	(2)	$	107,682.72	March 2037
I-69-B	(2)	$	107,682.72	March 2037
I-70-A	(2)	$	4,985,038.42	March 2037
I-70-B	(2)	$	4,985,038.42	March 2037
II	(2)	$	27,451,194.46	March 2037
II-1-A	(2)	$	2,375,476.96	March 2037
II-1-B	(2)	$	2,375,476.96	March 2037
II-2-A	(2)	$	2,621,694.69	March 2037
II-2-B	(2)	$	2,621,694.69	March 2037
II-3-A	(2)	$	2,861,679.07	March 2037
II-3-B	(2)	$	2,861,679.07	March 2037
II-4-A	(2)	$	3,095,146.74	March 2037
II-4-B	(2)	$	3,095,146.74	March 2037
II-5-A	(2)	$	3,320,681.06	March 2037
II-5-B	(2)	$	3,320,681.06	March 2037
II-6-A	(2)	$	3,537,148.66	March 2037
II-6-B	(2)	$	3,537,148.66	March 2037
II-7-A	(2)	$	3,744,266.22	March 2037
II-7-B	(2)	$	3,744,266.22	March 2037
II-8-A	(2)	$	3,940,900.41	March 2037
II-8-B	(2)	$	3,940,900.41	March 2037
II-9-A	(2)	$	4,125,917.88	March 2037
II-9-B	(2)	$	4,125,917.88	March 2037
II-10-A	(2)	$	4,299,035.29	March 2037
II-10-B	(2)	$	4,299,035.29	March 2037
II-11-A	(2)	$	4,453,452.63	March 2037
II-11-B	(2)	$	4,453,452.63	March 2037
II-12-A	(2)	$	4,578,119.84	March 2037
II-12-B	(2)	$	4,578,119.84	March 2037
II-13-A	(2)	$	4,569,336.47	March 2037
II-13-B	(2)	$	4,569,336.47	March 2037
II-14-A	(2)	$	4,634,786.75	March 2037
II-14-B	(2)	$	4,634,786.75	March 2037
II-15-A	(2)	$	4,470,452.70	March 2037
II-15-B	(2)	$	4,470,452.70	March 2037
II-16-A	(2)	$	4,311,502.02	March 2037
II-16-B	(2)	$	4,311,502.02	March 2037
II-17-A	(2)	$	4,157,651.35	March 2037
II-17-B	(2)	$	4,157,651.35	March 2037
II-18-A	(2)	$	4,008,617.37	March 2037
II-18-B	(2)	$	4,008,617.37	March 2037
II-19-A	(2)	$	3,864,400.08	March 2037
II-19-B	(2)	$	3,864,400.08	March 2037
II-20-A	(2)	$	6,532,278.31	March 2037
II-20-B	(2)	$	6,532,278.31	March 2037
II-21-A	(2)	$	6,144,393.29	March 2037
II-21-B	(2)	$	6,144,393.29	March 2037
II-22-A	(2)	$	5,779,458.38	March 2037
II-22-B	(2)	$	5,779,458.38	March 2037
II-23-A	(2)	$	5,436,056.89	March 2037
II-23-B	(2)	$	5,436,056.89	March 2037
II-24-A	(2)	$	5,112,772.15	March 2037
II-24-B	(2)	$	5,112,772.15	March 2037
II-25-A	(2)	$	4,711,287.08	March 2037
II-25-B	(2)	$	4,711,287.08	March 2037
II-26-A	(2)	$	2,772,712.01	March 2037
II-26-B	(2)	$	2,772,712.01	March 2037
II-27-A	(2)	$	2,713,211.76	March 2037
II-27-B	(2)	$	2,713,211.76	March 2037
II-28-A	(2)	$	2,606,961.30	March 2037
II-28-B	(2)	$	2,606,961.30	March 2037
II-29-A	(2)	$	2,504,677.52	March 2037
II-29-B	(2)	$	2,504,677.52	March 2037
II-30-A	(2)	$	2,405,510.42	March 2037
II-30-B	(2)	$	2,405,510.42	March 2037
II-31-A	(2)	$	2,767,045.32	March 2037
II-31-B	(2)	$	2,767,045.32	March 2037
II-32-A	(2)	$	2,803,878.82	March 2037
II-32-B	(2)	$	2,803,878.82	March 2037
II-33-A	(2)	$	2,692,811.67	March 2037
II-33-B	(2)	$	2,692,811.67	March 2037
II-34-A	(2)	$	2,583,444.53	March 2037
II-34-B	(2)	$	2,583,444.53	March 2037
II-35-A	(2)	$	2,482,010.75	March 2037
II-35-B	(2)	$	2,482,010.75	March 2037
II-36-A	(2)	$	18,227,762.32	March 2037
II-36-B	(2)	$	18,227,762.32	March 2037
II-37-A	(2)	$	16,875,689.79	March 2037
II-37-B	(2)	$	16,875,689.79	March 2037
II-38-A	(2)	$	15,826,501.91	March 2037
II-38-B	(2)	$	15,826,501.91	March 2037
II-39-A	(2)	$	2,064,658.95	March 2037
II-39-B	(2)	$	2,064,658.95	March 2037
II-40-A	(2)	$	288,717.92	March 2037
II-40-B	(2)	$	288,717.92	March 2037
II-41-A	(2)	$	289,284.59	March 2037
II-41-B	(2)	$	289,284.59	March 2037
II-42-A	(2)	$	276,251.20	March 2037
II-42-B	(2)	$	276,251.20	March 2037
II-43-A	(2)	$	276,817.87	March 2037
II-43-B	(2)	$	276,817.87	March 2037
II-44-A	(2)	$	264,351.15	March 2037
II-44-B	(2)	$	264,351.15	March 2037
II-45-A	(2)	$	241,684.38	March 2037
II-45-B	(2)	$	241,684.38	March 2037
II-46-A	(2)	$	253,584.43	March 2037
II-46-B	(2)	$	253,584.43	March 2037
II-47-A	(2)	$	230,917.67	March 2037
II-47-B	(2)	$	230,917.67	March 2037
II-48-A	(2)	$	248,201.08	March 2037
II-48-B	(2)	$	248,201.08	March 2037
II-49-A	(2)	$	200,317.53	March 2037
II-49-B	(2)	$	200,317.53	March 2037
II-50-A	(2)	$	196,917.52	March 2037
II-50-B	(2)	$	196,917.52	March 2037
II-51-A	(2)	$	234,034.35	March 2037
II-51-B	(2)	$	234,034.35	March 2037
II-52-A	(2)	$	225,250.98	March 2037
II-52-B	(2)	$	225,250.98	March 2037
II-53-A	(2)	$	223,834.30	March 2037
II-53-B	(2)	$	223,834.30	March 2037
II-54-A	(2)	$	212,217.59	March 2037
II-54-B	(2)	$	212,217.59	March 2037
II-55-A	(2)	$	211,367.58	March 2037
II-55-B	(2)	$	211,367.58	March 2037
II-56-A	(2)	$	201,167.54	March 2037
II-56-B	(2)	$	201,167.54	March 2037
II-57-A	(2)	$	183,317.46	March 2037
II-57-B	(2)	$	183,317.46	March 2037
II-58-A	(2)	$	192,100.83	March 2037
II-58-B	(2)	$	192,100.83	March 2037
II-59-A	(2)	$	174,817.42	March 2037
II-59-B	(2)	$	174,817.42	March 2037
II-60-A	(2)	$	187,284.14	March 2037
II-60-B	(2)	$	187,284.14	March 2037
II-61-A	(2)	$	151,583.99	March 2037
II-61-B	(2)	$	151,583.99	March 2037
II-62-A	(2)	$	149,033.98	March 2037
II-62-B	(2)	$	149,033.98	March 2037
II-63-A	(2)	$	176,234.10	March 2037
II-63-B	(2)	$	176,234.10	March 2037
II-64-A	(2)	$	168,584.06	March 2037
II-64-B	(2)	$	168,584.06	March 2037
II-65-A	(2)	$	168,584.06	March 2037
II-65-B	(2)	$	168,584.06	March 2037
II-66-A	(2)	$	161,217.37	March 2037
II-66-B	(2)	$	161,217.37	March 2037
II-67-A	(2)	$	161,500.70	March 2037
II-67-B	(2)	$	161,500.70	March 2037
II-68-A	(2)	$	154,134.00	March 2037
II-68-B	(2)	$	154,134.00	March 2037
II-69-A	(2)	$	140,817.28	March 2037
II-69-B	(2)	$	140,817.28	March 2037
II-70-A	(2)	$	6,518,961.58	March 2037
II-70-B	(2)	$	6,518,961.58	March 2037
I-LT-P	(2)	$	100.00	March 2037
I-LT-AR	(2)	$	100.00	March 2037

________________

⁽¹⁾ Calculated in accordance with the definition of “REMIC 2 Remittance Rate” herein.

REMIC 3

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 3. The R-3-R Interest will represent the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, REMIC 3 Remittance Rate, initial Uncertificated Principal Balance on each of the “regular interests” in REMIC 3 (the “REMIC 3 Regular Interests”). None of the REMIC 3 Regular Interests will be certificated.

Designation	REMIC 3 Remittance Rate	Uncertificated Principal Balance	Latest Possible Maturity Date(1)
LT-AA	(2)	$ 367,501,996.47	March 2037
LT-1A	(2)	$ 1,294,310.00	March 2037
LT-2A1	(2)	$ 1,038,580.00	March 2037
LT-2A2	(2)	$ 123,395.00	March 2037
LT-2A3	(2)	$ 372,560.00	March 2037
LT-2A4	(2)	$ 158,045.00	March 2037
LT-M1	(2)	$ 129,370.00	March 2037
LT-M2	(2)	$ 129,370.00	March 2037
LT-M3	(2)	$ 80,635.00	March 2037
LT-M4	(2)	$ 71,250.00	March 2037
LT-M5	(2)	$ 69,375.00	March 2037
LT-M6	(2)	$ 60,000.00	March 2037
LT-M7	(2)	$ 52,500.00	March 2037
LT-M8	(2)	$ 24,375.00	March 2037
LT-M9	(2)	$ 41,250.00	March 2037
LT-B	(2)	$ 39,375.00	March 2037
LT-ZZ	(2)	$ 3,815,650.74	March 2037
LT-P	(2)	$ 100.00	March 2037
LT-AR	(2)	$ 100.00	March 2037
LT-1SUB	(2)	$ 6,613.79	March 2037
LT-1GRP	(2)	$ 32,499.99	March 2037
LT-2SUB	(2)	$ 8,648.82	March 2037
LT-2GRP	(2)	$ 42,500.42	March 2037
LT-XX	(2)	$ 374,911,774.20	March 2037
II-IO	(2)	(3)	March 2037

________________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC 3 Regular Interest.

(2)	Calculated as provided in the definition of “REMIC 3 Remittance Rate” herein.

(3)	REMIC 3 Regular Interest II-IO will not have an Uncertificated Principal Balance, but will accrue interest on its Uncertificated Notional Amount as defined herein.

REMIC 4

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 4. The R-4-R Interest will represent the sole class of “residual interests” in REMIC 4 for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance and Final Scheduled Distribution Date for each Class of Certificates comprising the interests representing “regular interests” in REMIC 4.

Designation	Pass-Through Rate	Aggregate Initial Certificate Principal Balance	Latest Possible Maturity Date(1)
Class 1-A	(2)	$ 258,862,000.00	March 2037
Class 2-A-1	(2)	$ 207,716,000.00	March 2037
Class 2-A-2	(2)	$ 24,679,000.00	March 2037
Class 2-A-3	(2)	$ 74,512,000.00	March 2037
Class 2-A-4	(2)	$ 31,609,000.00	March 2037
Class M-1	(2)	$ 25,874,000.00	March 2037
Class M-2	(2)	$ 25,874,000.00	March 2037
Class M-3	(2)	$ 16,127,000.00	March 2037
Class M-4	(2)	$ 14,250,000.00	March 2037
Class M-5	(2)	$ 13,875,000.00	March 2037
Class M-6	(2)	$ 12,000,000.00	March 2037
Class M-7	(2)	$ 10,500,000.00	March 2037
Class M-8	(2)	$ 4,875,000.00	March 2037
Class M-9	(2)	$ 8,250,000.00	March 2037
Class B	(2)	$ 7,875,000.00	March 2037
Class C	(3)	$ 13,126,074.43	March 2037
Class P	(4)	$ 100.00	March 2037
Class A-R	(5)	$ 100.00	March 2037
Class Swap-IO Interest	(6)	(6)	March 2037

_______________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC 4 Regular Certificate.

(2)	Interest will accrue at a rate equal to the Pass-Through Rate, as defined herein.

(3)

The Class C Certificates will accrue interest at its variable Pass-Through Rate on the Class C Notional Amount outstanding from time to time which shall equal the Uncertificated Principal Balance of the REMIC 3 Regular Interests (other than REMIC 3 Regular Interest LT-P). The Class C Certificates will not accrue interest on their Certificate Principal Balance initially equal to $13,126,074.43.

(4)	The Class P Certificates will be not entitled to distributions of interest, but will be entitled to all Prepayment Charges distributed with respect REMIC 3 Regular Interest LT-P.

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

(6)	The Class SWAP-IO Interest will not have a Pass-Through Rate or a Uncertificated Principal Balance, but will be entitled to 100% of amounts distributed on REMIC 3 Regular Interest II-IO.

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to REMIC 4 as cash flow on REMIC regular interests, without creating any shortfall— actual or potential (other than for credit losses)— to any REMIC regular interest. It is not intended that the Class A-R Certificates be entitled to any cash flows pursuant to this Agreement except as provided in Section 3.08(a) hereunder.

ARTICLE I.

DEFINITIONS

Section 1.01 Defined Terms.

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

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

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

Account: The Escrow Account, the Certificate Account, the Distribution Account, the Pre-Funding Account, the Swap Account or any other account related to the Trust Fund, the Swap Trust 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 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 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 single Loan Group with respect to its corresponding 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	Subordinate
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.

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

Bankruptcy Code: Title 11 of the United States Code.

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

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

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

Carryover Reserve Fund: The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 4.07 in the name of the Trustee for the benefit of the Certificateholders and designated “The Bank of New York in trust for registered Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC5”. Funds in the Carryover Reserve Fund shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

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

Certificate Account: The separate Eligible Account created and initially maintained by the Master Servicer pursuant to Section 3.05(b) at Countrywide Bank, N.A., which is an affiliate of the Master Servicer 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-BC5”. 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. As to any Class C Certificate and as of any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans over (ii) the aggregate Certificate Principal Balance of the Senior Certificates and Subordinate Certificates. With respect to any Certificate (other than the Class C Certificates) of a Class and any Distribution Date, the portion of the Certificate Principal Balance of such Class represented by such Certificate equal to the product of the Percentage Interest evidenced by such Certificate and the Certificate Principal Balance of such Class.

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

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

Certification Party: As defined in Section 11.05.

Certifying Person: As defined in Section 11.05.

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

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

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

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

Class 1-A Net Rate Cap: For any Distribution Date, the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 1 as of the first day of the related Due Period (after giving effect to Principal Prepayments received during the Prepayment Period that ends during such Due Period), adjusted to an effective rate reflecting the calculation of interest on the basis of the actual number of days elapsed during the related Accrual Period and a 360-day year, minus a fraction, expressed as a percentage, the numerator of which is (a) the product of (x) the sum of (1) the 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) times a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the related Accrual Period 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 Target Amount: With respect to any Distribution Date, the excess of: (1) the Certificate Principal Balance of the Class 1-A Certificates immediately prior to such Distribution Date, over (2) the lesser of (i) 59.30% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 for the Distribution Date and (ii) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 for the Distribution Date minus 0.50% of the sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan Group 1 as of the Initial Cut-off Date and the Group 1 Pre-Funded Amount.

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

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

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

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

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

Class 2-A Net Rate Cap: For any Distribution Date, the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2 as of the first day of the related Due Period (after giving effect to Principal Prepayments received during the Prepayment 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 360 and the denominator of which is 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) 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 (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 that ends during such Due Period) plus any amounts on deposit in the Pre-Funding Account in respect of Loan Group 2 as of the first day of that Due Period.

Class 2-A Principal Distribution Target Amount: For any Distribution Date means the excess of: (1) the aggregate Certificate Principal Balance of the Class 2-A Certificates immediately prior to the Distribution Date, over (2) the lesser of (i) 59.30% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 for the Distribution Date and (ii) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 for the Distribution Date minus 0.50% of the sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan Group 2 as of the Initial Cut-off Date and the Group 2 Pre-Funded Amount.

Class A Principal Distribution Target Amount: With respect to any Distribution Date, the excess of: (1) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date, over (2) the lesser of (i) 59.30% of the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date and (ii) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date minus the OC Floor.

Class A-R Certificate: Any Certificate designated as a “Class A-R Certificate” on the face thereof, in the form of Exhibit D hereto or, in the case of the Tax Matters Person Certificate, Exhibit E hereto, in either case representing the right to distributions as set forth herein. The Class A-R Certificates represent ownership of the R-1-R Interest, the R-2-R Interest and the R-3-R Interest.

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

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

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

Class C Current Interest: For any Distribution Date, the interest accrued on the Class C Notional Amount during the related Accrual Period at the related Pass-Through Rate. 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.

Class C Notional Amount: The aggregate amount of the Uncertificated Principal Balance of the REMIC 3 Regular Interests other than REMIC III Regular Interest LT-P.

Class IO Distribution Amount: As defined in Section 4.9 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Contract Administrator on such Distribution Date in excess of the amount payable on the Class SWAP-IO Interest on such Distribution Date, all as further provided in Section 4.9 hereof.

Class M 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 M-9 Certificates.

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

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

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

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

Class M-5 Certificate: Any Certificate designated as a “Class M-5 Certificate” on the face thereof, in the form of Exhibit A-10 hereto, representing the right to distributions as set forth herein.

Class M-6 Certificate: Any Certificate designated as a “Class M-6 Certificate” on the face thereof, in the form of Exhibit A-11 hereto, representing the right to distributions as set forth herein.

Class M-7 Certificate: Any Certificate designated as a “Class M-7 Certificate” on the face thereof, in the form of Exhibit A-12 hereto, representing the right to distributions as set forth herein.

Class M-8 Certificate: Any Certificate designated as a “Class M-8 Certificate” on the face thereof, in the form of Exhibit A-13 hereto, representing the right to distributions as set forth herein.

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

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.

Class SWAP-IO Interest: An uncertificated interest in the Trust Fund evidencing a Regular Interest in REMIC 4.

Closing Date: December 29, 2006.

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

Collateral Schedule: Schedule II hereto.

Combined Class M-1, M-2 and M-3 Principal Distribution Amount: For any Distribution Date means the excess of (x) the sum of (1) the aggregate Certificate Principal Balance of Class A Certificates (after taking into account distribution of the Class 1-A Principal Distribution Target Amount and the Class 2-A Principal Distribution Target Amount for the Distribution Date), and (2) the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates immediately prior to the Distribution Date over (y) the lesser of (1) 77.40% of the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date and (2) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date minus the OC Floor; provided, however, that if the Class M-1, Class M-2 and/or Class M-3 Certificates are the only classes of Subordinate Certificates outstanding on the Distribution Date, those classes will be entitled to receive the entire remaining Principal Distribution Amount for Loan Group 1 and Loan Group 2 until the Certificate Principal Balances thereof are reduced to zero.

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

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

Confirmation: The confirmation, reference number N546651N, with a date of December 29, 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.

Corresponding Certificate: With respect to each REMIC 3 Regular Interest, as follows:

REMIC 3 Regular Interest		Class
REMIC 3 Regular Interest LT-1A		1A
REMIC 3 Regular Interest LT-2A1		2-A-1
REMIC 3 Regular Interest LT-2A2		2-A-2
REMIC 3 Regular Interest LT-2A3		2-A-3
REMIC 3 Regular Interest LT-2A4		2-A-4
REMIC 3 Regular Interest LT-M1		M-1
REMIC 3 Regular Interest LT-M2		M-2
REMIC 3 Regular Interest LT-M3		M-3
REMIC 3 Regular Interest LT-M4		M-4
REMIC 3 Regular Interest LT-M5		M-5
REMIC 3 Regular Interest LT-M6		M-6
REMIC 3 Regular Interest LT-M7		M-7
REMIC 3 Regular Interest LT-M8		M-8
REMIC 3 Regular Interest LT-M9		M-9
REMIC 3 Regular Interest LT-B		B
REMIC 3 Regular Interest LT-AR		A-R
REMIC 3 Regular Interest LT-P		P

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

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
January 2009 — December 2009		1.45% with respect to January 2009, plus an additional 1/12th of 1.75% for each month thereafter through December 2009
January 2010 — December 2010		3.20% with respect to January 2010, plus an additional 1/12th of 1.80% for each month thereafter through December 2010
January 2011 — December 2011		5.00% with respect to January 2011, plus an additional 1/12th of 1.50% for each month thereafter through December 2011
January 2012 — December 2012		6.50% with respect to January 2012, plus an additional 1/12th of 0.75% for each month thereafter through December 2012
January 2013 — December 2013		7.25% with respect to January 2012, plus an additional 1/12th of 0.05% for each month thereafter through December 2012
January 2014 and thereafter		7.30%

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

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

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

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

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

Definitive Certificates: As defined in Section 5.06.

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

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

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

Class		Percentage
A		39.31%
Class M-1		47.34%
Class M-2		59.48%
Class M-3		70.80%
Class M-4		85.11%
Class M-5		105.96%
Class M-6		134.45%
Class M-7		175.82%
Class M-8		205.13%
Class M-9		285.71%
Class B		457.14%

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

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

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

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

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

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

Directing Certificateholder: As defined in Section 9.04(a)

Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.05(c) in the name of the Trustee for the benefit of the Certificateholders and designated “The Bank of New York, in trust for registered Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC5”. 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 January 2007.

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

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

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

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

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

EPD Protected Mortgage Loan: A Mortgage Loan that (i) was originated not more than one year prior to the Closing Date, the related Supplement Transfer Date or the date of substitution, as applicable, (ii) was purchased by a Seller or one of its affiliates pursuant to a purchase agreement containing provisions under which the seller thereunder has become obligated to repurchase such Mortgage Loan from Countrywide due to a Scheduled Payment due on or prior to the first Scheduled Payment owing to the Trust Fund becoming delinquent and (iii) was not purchased through CHL’s Correspondent Lending Division.

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

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

ERISA-Restricted Certificates: The Class A-R Certificates, Class P Certificates, Class C Certificates, Class B Certificates and Certificates of any Class that ceases to satisfy the applicable rating requirement under the Underwriter’s Exemption.

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)(ii) 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 and (iii) with respect to any Mortgage Loan covered by a lender-paid mortgage insurance policy, the related mortgage insurance premium rate.

Extra Principal Distribution Amount: With respect to any Distribution Date and each of Loan Group 1 and Loan Group 2, the lesser of (1) the Overcollateralization Deficiency Amount and (2) the 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.

Four-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate that is fixed for 48 months after origination thereof before such Mortgage Rate becomes subject to adjustment.

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, including in each case any Mortgage Loans delivered in replacement thereof.

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

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

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

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

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

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

Group 1 Overcollateralization Reduction Amount: With respect to any Distribution Date, the Overcollateralization Reduction Amount for such Distribution Date 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 $0.00.

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 $4,130.23.

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

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

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

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

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

Initial Group 1 Mortgage Loan: Any of the Group 1 Mortgage Loans included in the Trust as of the Closing Date.

Initial Group 2 Mortgage Loan: Any of the Group 2 Mortgage Loans included in the Trust as of the Closing Date.

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 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, and solely for purposes of calculating the Marker Rate, REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9 and REMIC 3 Regular Interest LT-B and REMIC 3 Regular Interest LT-ZZ. With respect to any Accrual Period for the Interest-Bearing Certificates, and solely for purposes of calculating the Marker Rate, the REMIC 3 Regular Interests listed in the previous sentence, 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 less any reimbursements to the Trustee during the related Due Period pursuant to Section 3.08(a) or (b) for Advances previously made by it or the related Mortgage Loans, plus the Adjusted Replacement Upfront Amount, if any, allocable to that 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 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 or lender-paid primary insurance premiums paid and allocable to such Loan Group.

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

ISDA Credit Support Annex: The credit support annex, dated as of December 29, 2007, between the Swap Contract Administrator and the Swap Counterparty, which is annexed to and forms part of the Swap Contract..

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

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

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

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

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

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

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

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

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

Loan-to-Value Ratio: 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.

Marker Rate: With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC 3 Remittance Rate for REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9, REMIC 3 Regular Interest LT-B and REMIC 3 Regular Interest LT-ZZ, with the rate on each such REMIC 3 Regular Interest (other than REMIC 3 Regular Interest LT-ZZ) subject to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) the related Net Rate Cap for the purpose of this calculation for such Distribution Date and with the rate on REMIC 3 Regular Interest LT-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC 3 Remittance Rate and the related caps with respect to REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9 and REMIC 3 Regular Interest LT-B shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

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	0.140%	0.280%
Class 2-A-1	0.080%	0.160%
Class 2-A-2	0.130%	0.260%
Class 2-A-3	0.170%	0.340%
Class 2-A-4	0.240%	0.480%
Class M-1	0.250%	0.375%
Class M-2	0.280%	0.420%
Class M-3	0.330%	0.495%
Class M-4	0.390%	0.585%
Class M-5	0.410%	0.615%
Class M-6	0.470%	0.705%
Class M-7	0.950%	1.425%
Class M-8	1.600%	2.400%
Class M-9	2.000%	3.000%
Class B	2.000%	3.000%

(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 LT-ZZ Uncertificated Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC 3 Remittance Rate applicable to REMIC 3 Regular Interest LT-ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC 3 Regular Interest LT-ZZ minus the REMIC 3 Overcollateralization Amount, in each case for such Distribution Date, over (ii) the Uncertificated Interest on REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9 and REMIC 3 Regular Interest LT-B for such Distribution Date, with the rate on each such REMIC 3 Regular Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the related Pass-Through Rate; provided, however, that solely for this purpose, calculations of the REMIC 3 Remittance Rate and the related caps with respect to each such REMIC 3 Regular Interest (other than REMIC 3 Regular Interest LT-ZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

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® System.

MERS® System: The system of recording transfers of mortgages electronically maintained by MERS.

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

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

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

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

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

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

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

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

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

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

(i) the loan number;

(ii) the Loan Group;

(iii) the Appraised Value;

(iv) the Initial Mortgage Rate;

(v) the maturity date;

(vi) the original principal balance;

(vii) the Cut-off Date Principal Balance;

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

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

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

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

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

(xiii) [reserved];

(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;

(d) the Minimum Mortgage Rate;

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

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

(g) the Gross Margin;

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

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

(xviii) 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.

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 at such time less the Servicing Fee Rate.

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

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

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

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

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

Offered Certificates: The Class A, Class M and Class A-R Certificates.

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

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

One-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate that is fixed for 12 months after origination thereof before such Mortgage Rate becomes subject to adjustment.

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 clause (a) of the first sentence of Section 9.01 hereof.

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

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

OTS: The Office of Thrift Supervision.

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

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

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

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

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

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

Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown Date, an amount equal to 1.75% of the sum of the Cut-off Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded Amount and (b) on or after the Stepdown Date, the greater of (i) an amount equal to 3.50% of the aggregate Stated Principal Balance of the Mortgage Loans for the current Distribution Date and (ii) the OC Floor; provided, however, that if a Trigger Event is in effect on any Distribution Date, the Overcollateralization Target Amount will be the Overcollateralization Target Amount as in effect for the prior Distribution Date.

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

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

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

Park Granada Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Park Granada 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.

With respect to the Class C Certificate and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC 3 Regular Interest LT-P and REMIC 3 Regular Interest LT-AR and (ii) interest on the Uncertificated Principal Balance of each REMIC 3 Regular Interest listed in clause (y) at a rate equal to the related REMIC 3 Remittance Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interest LT-AA, REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9, REMIC 3 Regular Interest LT-B and REMIC 3 Regular Interest LT-ZZ.

With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC 3 Regular Interest II-IO for such 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 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 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 section 4975 of the Code, or any Person investing on behalf of or with plan assets (as defined in 29 CFR § 2510.3-101 or otherwise under ERISA) of such an employee benefit plan or plan.

Pool Stated Principal Balance: With respect to any Distribution Date, the aggregate of the Stated Principal Balances of the Mortgage Loans which are Outstanding Mortgage Loans.

Pre-Funded Amount: The amount deposited in the Pre-Funding Account on the Closing Date, which shall equal $4,130.23.

Pre-Funding Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee for the benefit of the Certificateholders and designated “The Bank of New York, in trust for registered holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC5.” 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

(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 amount, if any, remaining in the Pre-Funding Account at the end of the Funding Period (net of any investment income therefrom) allocable to such Loan Group, minus (iv) (a) the amount of any Group 1 Overcollateralization Reduction Amount, in the case of Loan Group 1 and (b) the amount of any Group 2 Overcollateralization Reduction Amount, in the case of Loan Group 2.

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

Principal Remittance Amount: With respect to the Mortgage Loans in each Loan Group and any Distribution Date, (a) the sum, without duplication, of: (i) the scheduled principal collected with respect to such 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 such Mortgage Loans, (iii) the unpaid principal balance or Stated Principal Balance collected with respect to each such Mortgage Loan that was repurchased by a Seller or purchased by the Master Servicer with respect to such Distribution Date, (iv) the Substitution Adjustment Amount, if any, received by the Master Servicer on or prior to the related Determination Date in connection with a substitution of any Mortgage Loan in such Loan Group during the related Prepayment Period 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 3.08(a) or 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-BC5”. 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 November 27, 2006, relating to asset-backed securities to be sold by the Depositor.

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

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

PUD: A Planned Unit Development.

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

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

R-1-R Interest: The uncertificated Residual Interest in REMIC 1.

R-2-R Interest: The uncertificated Residual Interest in REMIC 2.

R-3-R Interest: The uncertificated Residual Interest in REMIC 3.

R-4-R Interest: The uncertificated Residual Interest in REMIC 4.

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.

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. §§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.

REMIC 1: The segregated pool of assets described in the Preliminary Statement.

REMIC 1 Regular Interests: Any one of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the REMIC 1 Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC 1 Regular Interests: REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF, REMIC 1 Regular Interest LT2, REMIC 1 Regular Interest LT2PF, REMIC 1 Regular Interest LTP and REMIC 1 Regular Interest LTR.

“REMIC 1 Remittance Rate”: With respect to REMIC 1 Regular Interest LT1, and (i) for the first Distribution Date, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Initial Group 1 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the Expense Fee Rate and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group 1 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the Expense Fee Rate. With respect to REMIC 1 Regular Interest LT2, and (i) for the first Distribution Date, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Initial Group 2 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the Expense Fee Rate, and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group 2 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of Expense Fee Rate, if applicable. With respect to REMIC 1 Regular Interest LT1PF and (i) the first Distribution Date, 0.00% and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group 1 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the Expense Fee Rate. With respect to REMIC I Regular Interest I-LT2PF and (i) the first Distribution Date, 0.00% and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group 2 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the Expense Fee Rate. With respect to REMIC 1 Regular Interest LTP and REMIC 1 Regular Interest LTR, 0.00%.

REMIC 2: The segregated pool of assets described in the Preliminary Statement.

REMIC 2 Group I Regular Interests: REMIC 2 Regular Interest I, REMIC 2 Regular Interest I-1-A through REMIC 2 Regular Interest I-70-B as designated in the Preliminary Statement hereto.

REMIC 2 Group II Regular Interests: REMIC 2 Regular Interest II, REMIC 2 Regular Interest II-1-A through REMIC II Regular Interest II-70-B as designated in the Preliminary Statement hereto.

REMIC 2 Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related REMIC 2 Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC 2 Regular Interests are set forth in the Preliminary Statement hereto. The REMIC 2 Regular Interests consist of the REMIC 2 Group I Regular Interests and the REMIC 2 Group II Regular Interests.

REMIC 2 Remittance Rate: With respect to each REMIC 2 Group I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the Group 1 Mortgage Loans less the Expense Fee Rate, multiplied by 2, subject to a maximum rate of 10.000%. With respect to each REMIC 2 Group I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Mortgage Rates of the Group 1 Mortgage Loans less the Expense Fee Rate, over (ii) 10.000% and (y) 0.00%. With respect to each REMIC 2 Group II Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans less the Expense Fee Rate, multiplied by 2, subject to a maximum rate of 10.000%. With respect to each REMIC 2 Group II Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans less the sum of Expense Fee Rate over (ii) 10.000% and (y) 0.00%. With respect to REMIC 2 Regular Interest I, the weighted average of the Mortgage Rates of the Group 1 Mortgage Loans. With respect to REMIC 2 Regular Interest II, the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans. With respect to REMIC 2 Regular Interest I-LT-P and REMIC 2 Regular Interest I-LT-AR, 0.00%.

REMIC 3: The segregated pool of assets described in the Preliminary Statement.

REMIC 3 Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC 3 Remittance Rate for REMIC 3 Regular Interest LT-AA minus the Marker Rate, divided by (b) 12.

REMIC 3 Marker Allocation Percentage: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 3 Regular Interest LT-AA, REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9, REMIC 3 Regular Interest LT-B and REMIC 3 Regular Interest LT-ZZ. With respect to REMIC 3 Regular Interest LT-P and REMIC 3 Regular Interest LT-AR, 0.00%.

REMIC 3 Overcollateralization Target Amount: 0.50% of the Overcollateralization Target Amount.

REMIC 3 Overcollateralized Amount: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Principal Balance of the REMIC 3 Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9, REMIC 3 Regular Interest LT-B, REMIC 3 Regular Interest LT-AR and REMIC 3 Regular Interest LT-P in each case as of such date of determination.

REMIC 3 Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) one minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9 and REMIC 3 Regular Interest LT-B, and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9, REMIC 3 Regular Interest LT-B and REMIC 3 Regular Interest LT-ZZ.

REMIC 3 Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC 3 issued hereunder and designated as a “regular interest” in REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the related REMIC 3 Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC 3 Regular Interest II-IO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC 3 Regular Interests: REMIC 3 Regular Interest LT-AA, REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9, REMIC 3 Regular Interest LT-B, REMIC 3 Regular Interest LT-ZZ, REMIC 3 Regular Interest LT-P, REMIC 3 Regular Interest LT-AR, REMIC 3 Regular Interest LT-XX, REMIC 3 Regular Interest LT-1SUB, REMIC 3 Regular Interest LT-1GRP, REMIC 3 Regular Interest LT-2SUB, REMIC 3 Regular Interest LT-2GRP and REMIC 3 Regular Interest II-IO.

REMIC 3 Remittance Rate: With respect to REMIC 3 Regular Interest LT-AA, REMIC 3 Regular Interest LT-1A, REMIC 3 Regular Interest LT-2A1, REMIC 3 Regular Interest LT-2A2, REMIC 3 Regular Interest LT-2A3, REMIC 3 Regular Interest LT-2A4, REMIC 3 Regular Interest LT-M1, REMIC 3 Regular Interest LT-M2, REMIC 3 Regular Interest LT-M3, REMIC 3 Regular Interest LT-M4, REMIC 3 Regular Interest LT-M5, REMIC 3 Regular Interest LT-M6, REMIC 3 Regular Interest LT-M7, REMIC 3 Regular Interest LT-M8, REMIC 3 Regular Interest LT-M9, REMIC 3 Regular Interest LT-ZZ, REMIC 3 Regular Interest LT-P, REMIC 3 Regular Interest LT-1SUB, REMIC 3 Regular Interest LT-2SUB and REMIC 3 Regular Interest LT-XX, a per annum rate (but not less than zero) equal to the weighted average of: (x) with respect to REMIC 2 Regular Interest I, REMIC 2 Regular Interest II and each REMIC 2 Regular Interest ending with the designation “B”, the weighted average of the REMIC 2 Remittance Rates for such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated Principal Balances of such REMIC 2 Regular Interests for each such Distribution Date and (y) with respect to REMIC 2 Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC 2 Regular Interest listed below, weighted on the basis of the Uncertificated Principal Balances of each such REMIC 2 Regular Interest for each such Distribution Date:

Distribution Date	REMIC 2 Regular Interest	Rate
1	I-1-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
2	I-2-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-2-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate REMIC 2 Remittance Rate
	I-1-A	REMIC 2 Remittance Rate
	II-1-A	REMIC 2 Remittance Rate
3	I-3-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-3-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A and I-2-A	REMIC 2 Remittance Rate
	II-1-A and II-2-A	REMIC 2 Remittance Rate
4	I-4-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-4-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-3-A	REMIC 2 Remittance Rate
	II-1-A through II-3-A	REMIC 2 Remittance Rate
5	I-5-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-5-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-4-A	REMIC 2 Remittance Rate
	II-1-A through II-4-A	REMIC 2 Remittance Rate
6	I-6-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-6-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-5-A	REMIC 2 Remittance Rate
	II-1-A through II-5-A	REMIC 2 Remittance Rate
7	I-7-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-7-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-6-A	REMIC 2 Remittance Rate
	II-1-A through II-6-A	REMIC 2 Remittance Rate
8	I-8-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-8-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-7-A	REMIC 2 Remittance Rate
	II-1-A through II-7-A	REMIC 2 Remittance Rate
9	I-9-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-9-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-8-A	REMIC 2 Remittance Rate
	II-1-A through II-8-A	REMIC 2 Remittance Rate
10	I-10-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-10-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-9-A	REMIC 2 Remittance Rate
	II-1-A through II-9-A	REMIC 2 Remittance Rate
11	I-11-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-11-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-10-A	REMIC 2 Remittance Rate
	II-1-A through II-10-A	REMIC 2 Remittance Rate
12	I-12-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-12-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-11-A	REMIC 2 Remittance Rate
	II-1-A through II-11-A	REMIC 2 Remittance Rate
13	I-13-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-13-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-12-A	REMIC 2 Remittance Rate
	II-1-A through II-12-A	REMIC 2 Remittance Rate
14	I-14-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-14-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-13-A	REMIC 2 Remittance Rate
	II-1-A through II-13-A	REMIC 2 Remittance Rate
15	I-15-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-15-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-14-A	REMIC 2 Remittance Rate
	II-1-A through II-14-A	REMIC 2 Remittance Rate
16	I-16-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-16-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-15-A	REMIC 2 Remittance Rate
	II-1-A through II-15-A	REMIC 2 Remittance Rate
17	I-17-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-17-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-16-A	REMIC 2 Remittance Rate
	II-1-A through II-16-A	REMIC 2 Remittance Rate
18	I-18-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-18-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-17-A	REMIC 2 Remittance Rate
	II-1-A through II-17-A	REMIC 2 Remittance Rate
19	I-19-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-19-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-18-A	REMIC 2 Remittance Rate
	II-1-A through II-18-A	REMIC 2 Remittance Rate
20	I-20-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-20-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-19-A	REMIC 2 Remittance Rate
	II-1-A through II-19-A	REMIC 2 Remittance Rate
21	I-21-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-21-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-20-A	REMIC 2 Remittance Rate
	II-1-A through II-20-A	REMIC 2 Remittance Rate
22	I-22-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-22-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-21-A	REMIC 2 Remittance Rate
	II-1-A through II-21-A	REMIC 2 Remittance Rate
23	I-23-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-23-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-22-A	REMIC 2 Remittance Rate
	II-1-A through II-22-A	REMIC 2 Remittance Rate
24	I-24-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-24-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-23-A	REMIC 2 Remittance Rate
	II-1-A through II-23-A	REMIC 2 Remittance Rate
25	I-25-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-25-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-24-A	REMIC 2 Remittance Rate
	II-1-A through II-24-A	REMIC 2 Remittance Rate
26	I-26-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-26-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-25-A	REMIC 2 Remittance Rate
	II-1-A through II-25-A	REMIC 2 Remittance Rate
27	I-27-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-27-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-26-A	REMIC 2 Remittance Rate
	II-1-A through II-26-A	REMIC 2 Remittance Rate
28	I-28-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-28-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-27-A	REMIC 2 Remittance Rate
	II-1-A through II-27-A	REMIC 2 Remittance Rate
29	I-29-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-29-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-28-A	REMIC 2 Remittance Rate
	II-1-A through II-28-A	REMIC 2 Remittance Rate
30	I-30-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-30-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-29-A	REMIC 2 Remittance Rate
	II-1-A through II-29-A	REMIC 2 Remittance Rate
31	I-31-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-31-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-30-A	REMIC 2 Remittance Rate
	II-1-A through II-30-A	REMIC 2 Remittance Rate
32	I-32-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-32-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-31-A	REMIC 2 Remittance Rate
	II-1-A through II-31-A	REMIC 2 Remittance Rate
33	I-33-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-33-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-32-A	REMIC 2 Remittance Rate
	II-1-A through II-32-A	REMIC 2 Remittance Rate
34	I-34-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-34-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-33-A	REMIC 2 Remittance Rate
	II-1-A through II-33-A	REMIC 2 Remittance Rate
35	I-35-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-35-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-34-A	REMIC 2 Remittance Rate
	II-1-A through II-34-A	REMIC 2 Remittance Rate
36	I-36-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-36-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-35-A	REMIC 2 Remittance Rate
	II-1-A through II-35-A	REMIC 2 Remittance Rate
37	I-37-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-37-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-36-A	REMIC 2 Remittance Rate
	II-1-A through II-36-A	REMIC 2 Remittance Rate
38	I-38-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-38-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-37-A	REMIC 2 Remittance Rate
	II-1-A through II-37-A	REMIC 2 Remittance Rate
39	I-39-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-39-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-38-A	REMIC 2 Remittance Rate
	II-1-A through II-38-A	REMIC 2 Remittance Rate
40	I-40-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-40-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-39-A	REMIC 2 Remittance Rate
	II-1-A through II-39-A	REMIC 2 Remittance Rate
41	I-41-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-41-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-40-A	REMIC 2 Remittance Rate
	II-1-A through II-40-A	REMIC 2 Remittance Rate
42	I-42-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-42-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-41-A	REMIC 2 Remittance Rate
	II-1-A through II-41-A	REMIC 2 Remittance Rate
43	I-43-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-43-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-42-A	REMIC 2 Remittance Rate
	II-1-A through II-42-A	REMIC 2 Remittance Rate
44	I-44-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-44-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-43-A	REMIC 2 Remittance Rate
	II-1-A through II-43-A	REMIC 2 Remittance Rate
45	I-45-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-41-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-44-A	REMIC 2 Remittance Rate
	II-1-A through II-39-A	REMIC 2 Remittance Rate
46	I-46-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-46-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-45-A	REMIC 2 Remittance Rate
	II-1-A through II-45-A	REMIC 2 Remittance Rate
47	I-47-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-47-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-46-A	REMIC 2 Remittance Rate
	II-1-A through II-46-A	REMIC 2 Remittance Rate
48	I-48-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-48-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-47-A	REMIC 2 Remittance Rate
	II-1-A through II-47-A	REMIC 2 Remittance Rate
49	I-49-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-49-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-48-A	REMIC 2 Remittance Rate
	II-1-A through II-48-A	REMIC 2 Remittance Rate
50	I-50-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-50-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-49-A	REMIC 2 Remittance Rate
	II-1-A through II-49-A	REMIC 2 Remittance Rate
51	I-51-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-51-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-50-A	REMIC 2 Remittance Rate
	II-1-A through II-50-A	REMIC 2 Remittance Rate
52	I-52-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-52-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-51-A	REMIC 2 Remittance Rate
	II-1-A through II-51-A	REMIC 2 Remittance Rate
53	I-53-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-53-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-52-A	REMIC 2 Remittance Rate
	II-1-A through II-52-A	REMIC 2 Remittance Rate
54	I-54-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-54-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-53-A	REMIC 2 Remittance Rate
	II-1-A through II-53-A	REMIC 2 Remittance Rate
55	I-55-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-55-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-54-A	REMIC 2 Remittance Rate
	II-1-A through II-54-A	REMIC 2 Remittance Rate
56	I-56-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-56-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-55-A	REMIC 2 Remittance Rate
	II-1-A through II-55-A	REMIC 2 Remittance Rate
57	I-57-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-57-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-46-A	REMIC 2 Remittance Rate
	II-1-A through II-46-A	REMIC 2 Remittance Rate
58	I-58-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-58-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-57-A	REMIC 2 Remittance Rate
	II-1-A through II-57-A	REMIC 2 Remittance Rate
59	I-59-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-59-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-58-A	REMIC 2 Remittance Rate
	II-1-A through II-58-A	REMIC 2 Remittance Rate
60	I-60-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-60-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-59-A	REMIC 2 Remittance Rate
	II-1-A through II-59-A	REMIC 2 Remittance Rate
61	I-61-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-61-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-60-A	REMIC 2 Remittance Rate
	II-1-A through II-60-A	REMIC 2 Remittance Rate
62	I-62-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-62-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-61-A	REMIC 2 Remittance Rate
	II-1-A through II-61-A	REMIC 2 Remittance Rate
63	I-63-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-63-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-62-A	REMIC 2 Remittance Rate
	II-1-A through II-62-A	REMIC 2 Remittance Rate
64	I-64-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-64-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-63-A	REMIC 2 Remittance Rate
	II-1-A through II-63-A	REMIC 2 Remittance Rate
65	I-65-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-65-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-64-A	REMIC 2 Remittance Rate
	II-1-A through II-64-A	REMIC 2 Remittance Rate
66	I-66-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-66-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-65-A	REMIC 2 Remittance Rate
	II-1-A through II-65-A	REMIC 2 Remittance Rate
67	I-67-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-67-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-66-A	REMIC 2 Remittance Rate
	II-1-A through II-66-A	REMIC 2 Remittance Rate
68	I-68-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-68-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-67-A	REMIC 2 Remittance Rate
	II-1-A through II-67-A	REMIC 2 Remittance Rate
69	I-69-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-69-A and II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-68-A	REMIC 2 Remittance Rate
	II-1-A through II-68-A	REMIC 2 Remittance Rate
70	I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-69-A	REMIC 2 Remittance Rate
	II-1-A through II-69-A	REMIC 2 Remittance Rate
thereafter	I-1-A through I-70-A	REMIC 2 Remittance Rate
	II-1-A through II-70-A	REMIC 2 Remittance Rate

With respect to REMIC 3 Regular Interest LT-1GRP, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC 2 Regular Interest I and REMIC 2 Group I Regular Interests ending with the designation “B”, the weighted average of the REMIC 2 Remittance Rates for such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated Principal Balances of each such REMIC 2 Regular Interest for each such Distribution Date and (y) with respect to REMIC 2 Group I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC 2 Regular Interests listed below, weighted on the basis of the Uncertificated Principal Balances of each such REMIC 2 Regular Interest for each such Distribution Date:

Distribution Date	REMIC 2 Regular Interest	Rate
1	I-1-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
2	I-2-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A	REMIC 2 Remittance Rate
3	I-3-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A and I-2-A	REMIC 2 Remittance Rate
4	I-4-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-3-A	REMIC 2 Remittance Rate
5	I-5-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-4-A	REMIC 2 Remittance Rate
6	I-6-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-5-A	REMIC 2 Remittance Rate
7	I-7-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-6-A	REMIC 2 Remittance Rate
8	I-8-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-7-A	REMIC 2 Remittance Rate
9	I-9-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-8-A	REMIC 2 Remittance Rate
10	I-10-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-9-A	REMIC 2 Remittance Rate
11	I-11-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-10-A	REMIC 2 Remittance Rate
12	I-12-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-11-A	REMIC 2 Remittance Rate
13	I-13-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-12-A	REMIC 2 Remittance Rate
14	I-14-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-13-A	REMIC 2 Remittance Rate
15	I-15-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-14-A	REMIC 2 Remittance Rate
16	I-16-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-15-A	REMIC 2 Remittance Rate
17	I-17-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-16-A	REMIC 2 Remittance Rate
18	I-18-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-17-A	REMIC 2 Remittance Rate
19	I-19-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-18-A	REMIC 2 Remittance Rate
20	I-20-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-19-A	REMIC 2 Remittance Rate
21	I-21-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-20-A	REMIC 2 Remittance Rate
22	I-22-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-21-A	REMIC 2 Remittance Rate
23	I-23-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-22-A	REMIC 2 Remittance Rate
24	I-24-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-23-A	REMIC 2 Remittance Rate
25	I-25-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-24-A	REMIC 2 Remittance Rate
26	I-26-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-25-A	REMIC 2 Remittance Rate
27	I-27-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-26-A	REMIC 2 Remittance Rate
28	I-28-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-27-A	REMIC 2 Remittance Rate
29	I-29-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-28-A	REMIC 2 Remittance Rate
30	I-30-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-29-A	REMIC 2 Remittance Rate
31	I-31-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-30-A	REMIC 2 Remittance Rate
32	I-32-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-31-A	REMIC 2 Remittance Rate
33	I-33-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-32-A	REMIC 2 Remittance Rate
34	I-34-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-33-A	REMIC 2 Remittance Rate
35	I-35-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-34-A	REMIC 2 Remittance Rate
36	I-36-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-35-A	REMIC 2 Remittance Rate
37	I-37-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-36-A	REMIC 2 Remittance Rate
38	I-38-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-37-A	REMIC 2 Remittance Rate
39	I-39-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-38-A	REMIC 2 Remittance Rate
40	I-40-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-39-A	REMIC 2 Remittance Rate
41	I-41-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-40-A	REMIC 2 Remittance Rate
42	I-42-A and I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-41-A	REMIC 2 Remittance Rate
43	I-43-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-42-A	REMIC 2 Remittance Rate
44	I-44-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-43-A	REMIC 2 Remittance Rate
45	I-45-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-44-A	REMIC 2 Remittance Rate
46	I-46-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-45-A	REMIC 2 Remittance Rate
47	I-47-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-46-A	REMIC 2 Remittance Rate
48	I-48-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-47-A	REMIC 2 Remittance Rate
49	I-49-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-48-A	REMIC 2 Remittance Rate
50	I-50-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-49-A	REMIC 2 Remittance Rate
51	I-51-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-50-A	REMIC 2 Remittance Rate
52	I-52-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-51-A	REMIC 2 Remittance Rate
53	I-53-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-52-A	REMIC 2 Remittance Rate
54	I-54-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-53-A	REMIC 2 Remittance Rate
55	I-55-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-54-A	REMIC 2 Remittance Rate
56	I-56-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-55-A	REMIC 2 Remittance Rate
57	I-57-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-56-A	REMIC 2 Remittance Rate
58	I-58-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-57-A	REMIC 2 Remittance Rate
59	I-59-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-58-A	REMIC 2 Remittance Rate
60	I-60-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-59-A	REMIC 2 Remittance Rate
61	I-61-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-60-A	REMIC 2 Remittance Rate
62	I-62-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-61-A	REMIC 2 Remittance Rate
63	I-63-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-62-A	REMIC 2 Remittance Rate
64	I-64-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-63-A	REMIC 2 Remittance Rate
65	I-65-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-64-A	REMIC 2 Remittance Rate
66	I-66-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-65-A	REMIC 2 Remittance Rate
67	I-67-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-66-A	REMIC 2 Remittance Rate
68	I-68-A through I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-67-A	REMIC 2 Remittance Rate
69	I-69-A and I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-68-A	REMIC 2 Remittance Rate
70	I-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	I-1-A through I-69-A	REMIC 2 Remittance Rate
thereafter	I-1-A through I-70-A	REMIC 2 Remittance Rate

With respect to REMIC 3 Regular Interest LT-2GRP, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC 2 Regular Interest II and REMIC 2 Group II Regular Interests ending with the designation “B”, the weighted average of the REMIC 2 Remittance Rates for such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated Principal Balances of each such REMIC 2 Regular Interest for each such Distribution Date and (y) with respect to REMIC 2 Group II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC 2 Regular Interests listed below, weighted on the basis of the Uncertificated Principal Balances of each such REMIC 2 Regular Interest for each such Distribution Date:

Distribution Date	REMIC I Regular Interest	Rate
1	II-1-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
2	II-2-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A	REMIC 2 Remittance Rate
3	II-3-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A and II-2-A	REMIC 2 Remittance Rate
4	II-4-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-3-A	REMIC 2 Remittance Rate
5	II-5-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-4-A	REMIC 2 Remittance Rate
6	II-6-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-5-A	REMIC 2 Remittance Rate
7	II-7-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-6-A	REMIC 2 Remittance Rate
8	II-8-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-7-A	REMIC 2 Remittance Rate
9	II-9-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-8-A	REMIC 2 Remittance Rate
10	II-10-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-9-A	REMIC 2 Remittance Rate
11	II-11-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-10-A	REMIC 2 Remittance Rate
12	II-12-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-11-A	REMIC 2 Remittance Rate
13	II-13-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-12-A	REMIC 2 Remittance Rate
14	II-14-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-13-A	REMIC 2 Remittance Rate
15	II-15-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-14-A	REMIC 2 Remittance Rate
16	II-16-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-15-A	REMIC 2 Remittance Rate
17	II-17-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-16-A	REMIC 2 Remittance Rate
18	II-18-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-17-A	REMIC 2 Remittance Rate
19	II-19-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-18-A	REMIC 2 Remittance Rate
20	II-20-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-19-A	REMIC 2 Remittance Rate
21	II-21-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-20-A	REMIC 2 Remittance Rate
22	II-22-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-21-A	REMIC 2 Remittance Rate
23	II-23-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-22-A	REMIC 2 Remittance Rate
24	II-24-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-23-A	REMIC 2 Remittance Rate
25	II-25-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-24-A	REMIC 2 Remittance Rate
26	II-26-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-25-A	REMIC 2 Remittance Rate
27	II-27-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-26-A	REMIC 2 Remittance Rate
28	II-28-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-27-A	REMIC 2 Remittance Rate
29	II-29-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-28-A	REMIC 2 Remittance Rate
30	II-30-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-29-A	REMIC 2 Remittance Rate
31	II-31-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-30-A	REMIC 2 Remittance Rate
32	II-32-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-31-A	REMIC 2 Remittance Rate
33	II-33-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-32-A	REMIC 2 Remittance Rate
34	II-34-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-33-A	REMIC 2 Remittance Rate
35	II-35-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-34-A	REMIC 2 Remittance Rate
36	II-36-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-35-A	REMIC 2 Remittance Rate
37	II-37-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-36-A	REMIC 2 Remittance Rate
38	II-38-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-37-A	REMIC 2 Remittance Rate
39	II-39-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-38-A	REMIC 2 Remittance Rate
40	II-40-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-39-A	REMIC 2 Remittance Rate
41	II-41-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-40-A	REMIC 2 Remittance Rate
42	II-42-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-41-A	REMIC 2 Remittance Rate
43	II-43-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-42-A	REMIC 2 Remittance Rate
44	II-44-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-43-A	REMIC 2 Remittance Rate
45	II-45-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-44-A	REMIC 2 Remittance Rate
46	II-46-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-45-A	REMIC 2 Remittance Rate
47	II-47-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-46-A	REMIC 2 Remittance Rate
48	II-48-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-47-A	REMIC 2 Remittance Rate
49	II-49-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-48-A	REMIC 2 Remittance Rate
50	II-50-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-49-A	REMIC 2 Remittance Rate
51	II-51-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-50-A	REMIC 2 Remittance Rate
52	II-52-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-51-A	REMIC 2 Remittance Rate
53	II-53-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-52-A	REMIC 2 Remittance Rate
54	II-54-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-53-A	REMIC 2 Remittance Rate
55	II-55-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-54-A	REMIC 2 Remittance Rate
56	II-56-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-55-A	REMIC 2 Remittance Rate
57	II-57-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-56-A	REMIC 2 Remittance Rate
58	II-58-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-57-A	REMIC 2 Remittance Rate
59	II-59-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-58-A	REMIC I Remittance Rate
60	II-60-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-59-A	REMIC I Remittance Rate
61	II-61-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-60-A	REMIC I Remittance Rate
62	II-62-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-61-A	REMIC I Remittance Rate
63	II-63-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-62-A	REMIC I Remittance Rate
64	II-64-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-63-A	REMIC I Remittance Rate
65	II-65-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-64-A	REMIC I Remittance Rate
66	II-66-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-65-A	REMIC I Remittance Rate
67	II-70-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-66-A	REMIC I Remittance Rate
68	II-68-A through II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-70-A	REMIC I Remittance Rate
69	II-69-A and II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-68-A	REMIC I Remittance Rate
70	II-70-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 2 Remittance Rate
	II-1-A through II-69-A	REMIC 2 Remittance Rate
thereafter	II-1-A through II-70-A	REMIC 2 Remittance Rate

With respect to REMIC 3 Regular Interest II-IO, and (i) the first Distribution Date through the 70^th Distribution Date, the excess of (x) the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests including the designation “A”, over (y) 2 multiplied by Swap LIBOR and (ii) thereafter, 0.00%.

REMIC 3 Subordinate Allocation Percentage: 50% of any amount payable from or loss attributable to the Mortgage Loans, which shall be allocated to REMIC 3 Regular Interest LT-1SUB, REMIC 3 Regular Interest LT-1GRP, REMIC 3 Regular Interest LT-2SUB, REMIC 3 Regular Interest LT-2GRP and REMIC 3 Regular Interest LT-XX.

REMIC 3 Subordinated Balance Ratio: The ratio among the Uncertificated Principal Balances of each REMIC 3 Regular Interest ending with the designation “SUB,” equal to the ratio between, with respect to each such REMIC 3 Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of Class A Certificates in the related Loan Group.

REMIC 3: The segregated pool of assets consisting of all of the REMIC 3 Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the LIBOR Certificates, the Class SWAP-IO Interest, the Class P Certificate and the Class AR Certificate (in respect of the R-3-R Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

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

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

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

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

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

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

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

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

(e) any amendment to this Agreement;

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

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

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

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(g).

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

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

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

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

Residual Interest: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

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 Granada, in its capacity as seller of the Park Granada Mortgage Loans to the Depositor and Park Sienna, in its capacity as seller of the Park Sienna Mortgage Loans to the Depositor.

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

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

CWABS Asset-Backed Certificates Trust 2006-BC5 8-K